Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions: (a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect). (b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect). (c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension. (d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date. (e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof. (f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
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Extension of Maturity Date. (a) Borrower shall have the option (the “Extension Option”) to may extend the Loans by extending the Revolving Maturity Date for a one-period of one year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of upon the following terms and conditions:
: (ai) Administrative delivery by Borrower of a written notice to Agent (the “Revolving Extension Notice”) on or before a date that is not earlier than 120 days prior to, nor later than 30 days prior to the original Revolving Maturity Date, which Revolving Extension Notice the Agent shall have received written notice of Borrower’s election promptly deliver to exercise the Extension Option at least thirty Lenders; (30ii) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at shall have occurred and be continuing both on the time date Borrower elects to exercise delivers the Revolving Extension Option or at Notice and on the original Revolving Maturity Date (as then in effectthe “Revolving Extension Date”).
(c) Borrower , and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay the Revolving Extension Fee to Administrative Agent, for the benefit account of each Lender in accordance with proportion to its Applicable Percentage as Percentage, on or before the Revolving Extension Date. Borrower’s delivery of the effective date Revolving Extension Notice shall be irrevocable.
(b) Borrower may extend the Term Maturity Date for a period of one year upon the extension, an additional non-refundable commitment fee in the amount following terms and conditions: (i) delivery by Borrower of 0.20% of the Aggregate Commitments a written notice to Agent (the “Term Extension FeeNotice”) in consideration for their Commitment until on or before a date that is not earlier than 120 days prior to, nor later than 30 days prior to the extended original Term Maturity Date, which Term Extension Notice the Agent shall promptly deliver to the Lenders; (ii) no Default or Event of Default shall have occurred and be continuing both on the date Borrower delivers the Term Extension Notice and on the original Term Maturity Date (the “Term Extension Date”), and (iii) Borrower shall pay the Term Extension Fee shall be due and payable not later than to Agent, for the Maturity Date account of each Lender in effect immediately prior proportion to its Applicable Percentage, on or before the delivery by Borrower of the notice of its exercise of the Term Extension OptionDate. As of the date of the Borrower’s delivery of written notice regarding the Term Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which Notice shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveirrevocable.
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Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent (who shall have promptly notify the option Lenders) not earlier than 60 days and not later than 30 days prior to any anniversary of the Closing Date (each, an “Anniversary Date”) request that the Lenders extend the Maturity Date of the Revolving Loans and Revolving Commitments (an “Extension”) then in effect hereunder (the “Extension OptionExisting Maturity Date”) to for an additional year from the Existing Maturity Date. The Borrower may extend the Loans by extending the Maturity Date for a one-year period from and after twice during the initial Maturity Date term of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect)this Agreement.
(b) There shall exist no Default Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is 20 days prior to the applicable Anniversary Date, advise the Administrative Agent whether or Event of Default at the time Borrower elects not such Lender agrees to exercise the Extension Option or at the such extension (and each Lender that determines not to so extend its Maturity Date (as then a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in effectany event no later than the Notice Date)) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for shall notify the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except of each Lender’s determination under this Section no later than the date 15 days prior to the extent applicable Anniversary Date (or, if such changes are (i) permitted under date is not a Business Day, on the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionnext preceding Business Day).
(d) The Borrower shall pay have the right to Administrative Agentreplace each Non-Extending Lender with, for the benefit and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 11.13; provided that each of each such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender in accordance with its Applicable Percentage shall, effective as of the effective date applicable Anniversary Date, undertake a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such ▇▇▇▇▇▇’s Revolving Commitment hereunder on such date).
(e) If (and only if) the total of the extensionRevolving Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and the additional non-refundable commitment fee in Revolving Commitments of the amount of 0.20Additional Commitment Lenders shall be more than 50% of the Aggregate aggregate amount of the Revolving Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower applicable Anniversary Date, then, effective as of such Anniversary Date, the notice Maturity Date of its exercise each Extending Lender and of the Extension Option. As of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereofthis Agreement.
(f) During As a condition precedent to such extension, the extended term, all terms and conditions Borrower shall deliver to the Administrative Agent a certificate of the Loan Documents Borrower dated as of the applicable Anniversary Date signed by a Responsible Officer of the Borrower (including but not limited to interest rates i) certifying and payments) pertaining to attaching the Loans shall continue to apply; provided, however, that resolutions adopted by the term “Maturity Date” and all references Borrower approving or consenting to such term extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in this Agreement Article VI and the other Loan Documents shall mean are true and correct in all material respects on and as of such Anniversary Date, except to the extent that such representations and warranties specifically refer to the extended Maturity Date an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided that, in each case, if any such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be one year from true and correct in all respects on such respective dates) and (B) no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as then in effect. Table of Contents All references in such date.
(g) In connection with any extension of the Maturity Date, the Borrower, the Administrative Agent and each extending Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section 2.17 shall supersede any provisions in Section 2.13 or any other Loan Document 11.01 to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovecontrary.
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Sources: Credit Agreement (Qorvo, Inc.)
Extension of Maturity Date. Borrower shall have The Maturity Date may be extended for successive one year periods at the option request of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ with the express consent of each Lender. Not later than the date 90 days prior to each Anniversary Date, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ shall, at its option, in a written notice to the Agent request (the “an "Extension Option”Request") to extend the Loans by extending that the Maturity Date be extended for a one-year period from and after of one year. The Agent shall promptly inform the initial Maturity Date Lenders of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject Request. Each Lender may consent to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the such Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except Request by delivering to the extent Agent its express written consent thereto no later than 60 days prior to such changes are Anniversary Date. Each Borrower acknowledges that each Lender's decision to consent to or reject an Extension Request shall be a new credit determination by each such Lender and as such each Lender may withhold its consent, or condition its consent upon additional or different terms, in each case in its sole and absolute discretion. If (i) permitted under any Lender notifies the terms of this Agreement, Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) modifications all of a ministerial naturethe Lenders have not in writing expressly consented to any such Extension Request on or before the 60th day prior to such Anniversary Date, then the Agent shall immediately notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇▇▇-▇▇▇▇▇▇, at its option, may (x) withdraw such Extension Request at any time prior to the date 10 days prior to such Anniversary Date, or (iiiy) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of replace each Lender in accordance which has not agreed to such Extension Request (a "Nonextending Lender") with its Applicable Percentage as of another commercial lending institution reasonably satisfactory to the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments Agent (the “Extension Fee”a "Replacement Lender") in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable by giving notice (not later than the Maturity Date in effect immediately date 20 days prior to such Anniversary Date) of the name of such Replacement Lender to the Agent; provided, that unless the Required Lenders (including Replacement Lenders) have agreed to such Extension Request on or before the 20th day prior to such Anniversary Date, such Extension Request shall be automatically withdrawn. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the delivery by Borrower date 10 days prior to such Anniversary Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in consideration for an amount equal to such Nonextending Lender's Pro Rata share of the notice of its exercise outstanding principal amount of the Loans and Letter of Credit Reimbursement Obligations, plus accrued but unpaid interest thereon, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Documents, all in accordance with the provisions of Section 10.14(c) hereof. If the Required Lenders agree to such Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension OptionRequest in accordance with this Section 2.01(g), the Extension Fee will have been earned Maturity Date shall be extended in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection accordance with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to applyExtension Request; provided, however, that with respect to each Nonextending Lender that has not been replaced by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ in accordance with the term “terms of this Section 2.01(g), the Commitment of each such Nonextending Lender shall terminate on the original Maturity Date (as such date may have been previously extended), and the Borrowers shall pay to the Agent for the account of each such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Loans and Letter of Credit Reimbursement Obligations, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Documents, and the sum of the aggregate Revolving Credit Committed Amounts shall be irrevocably reduced by an amount equal to the sum of the aggregate Revolving Credit Committed Amounts of all Nonextending Lenders. If all Lenders consent to any such Extension Request (or if all Nonextending Lenders are replaced in accordance with this Section 2.01(g)), then as of 5:00 p.m. New York time on the Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from , the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer have been extended for, and shall be the date, one year after the then effective Maturity Date (as such date may have been previously extended pursuant to satisfaction of all conditions set forth abovethis Section 2.01(g)).
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Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Original Maturity Date of August 18to the Extended Maturity Date, 2012, such Extension Option being exercisable only once as provided below, and subject to upon satisfaction of each of the following conditionsconditions precedent:
(a) The Borrower shall provide the Administrative Agent shall have received with written notice of the Borrower’s election request to exercise the Extension Option at least to Extend not more than ninety (90) days but not less than thirty (30) but no more than one hundred twenty (120) days before prior to the Original Maturity Date (as then in effect).Date; and
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding of request to exercise the Extension OptionOption to Extend, and as of the Extension Fee will Original Maturity Date, no Default of Event of Default shall have been earned in full occurred and be continuing, and Borrower shall so certify in writing; and
(c) The Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at the Borrower’s sole cost and expense, such title insurance endorsements reasonably required by the Administrative Agent; and
(d) There shall not have occurred any change in any Collateral Property since the date on which it first became a bona fide commitment fee intended Collateral Property or the financial condition of the Borrower or the Parent Guarantor from that which existed as reasonable compensation to Lenders for their Commitment until of the extended Maturity Date.Effective Date that, in the determination of the Administrative Agent in its sole discretion, has had a Material Adverse Effect; and
(e) The On or before the Original Maturity Date, the Borrower shall pay to the Administrative Agent all closing and recording costs, the costs of preparing any extension documents, including reasonable attorney’s fees if any, and any other reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection expense associated with such the Borrower’s exercise of its extension and the documentation thereof.right; and
(f) During On or before the extended termOriginal Maturity Date, all terms and conditions Borrower shall pay to the Administrative Agent the fee provided for in Section 3.5.(c); and
(g) The Administrative Agent shall have received, at the Borrower’s sole cost, Appraisals confirming to the satisfaction of the Loan Documents (including but not limited to interest rates and payments) pertaining Administrative Agent that the ratio of the aggregate amount of the Commitments to the Loans shall continue to apply; providedsum of (i) the aggregate amount of the Appraised Values of the Other Collateral Properties and (ii) if the Boston Hyatt is then a Collateral Property, howeverthe Adjusted Appraised Value does not exceed the Advance Rate. If such ratio exceeds the Advance Rate, that the term “Maturity Date” and all references to such term Borrower may satisfy the condition in this Agreement and Section 2.15.(g) by reducing the other Loan Documents shall mean and refer aggregate amount of the Commitments in accordance with Section 2.14. to the extended Maturity Date which shall be one year from amount required to reduce such ratio to the Advance Rate. The extension of the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to shall not extend the exercise of the Extension Option Term Conversion Date, and there shall be deemed to refer to satisfaction no advances of all conditions set forth aboveLoans from and after the Term Conversion Date.
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Extension of Maturity Date. Borrower shall have the right and option (the “Extension Option”) to extend the Loans by extending the Maturity Date for (a) to a one-year period from and after date ending upon the initial Maturity Date expiration of August 18, 2012, such the First Extension Option being exercisable only once as provided belowPeriod, and (b) upon expiration of the First Extension Period, to a date ending upon the expiration of the Second Extension Period, subject to satisfaction of each of the following conditionsconditions that:
(a) Administrative Agent Borrower shall have received written notice notified Lender in writing of Borrower’s election to its exercise the Extension Option of each such extension at least thirty (30) but no more than one hundred twenty (120) 60 days before prior to the Maturity Date (as then in effect).Date;
(b) There on the date of such written notice and on the date of commencement of the Extension Period, there shall exist no Default event of default and no event shall have occurred which with the passage of time or Event the giving of Default at the time Borrower elects to exercise the Extension Option notice or at the Maturity Date (as then in effect).both would constitute an event of default;
(c) Borrower and contemporaneously with the commencement of each Guarantor Subsidiary Extension Period, Lender shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that received the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.Extension Fee;
(d) Borrower at or before the commencement of each Extension Period, Lender shall pay have received evidence satisfactory to Administrative Agent, Lender that the Property has achieved a Debt Coverage Ratio of at least 1.50:1 for the benefit of each Lender in accordance with its Applicable Percentage as of 3 calendar month period immediately preceding the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise commencement of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.Period;
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expensesthe Principal Amount must not be greater than 50% of the appraised value of the Property as determined by ▇▇▇▇▇▇, including reasonable attorneys’ feesfor which determination Lender, incurred in connection with such extension and the documentation thereof.at its option, may obtain an updated FIRREA appraisal at Borrower's expense; and
(f) During upon each such extension, Borrower and any guarantor shall have executed such documents as Lender deems reasonably appropriate to evidence such extensions and shall have delivered to Lender an endorsement to the extended term, all terms and conditions mortgagee policy of title insurance insuring the lien of the Loan Documents (including but not limited to interest rates and payments) pertaining Security Instrument pursuant to the Loans shall continue to apply; providedapplicable title insurance regulations, however, stating that the term “Maturity Date” and all references to coverage of such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table policy has not been reduced or terminated by virtue of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovesuch extension.
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Extension of Maturity Date. (A) Subject to the conditions set forth in this Section 2.6, Borrower may request, by notice to Administrative Agent (who shall promptly notify Lenders) not earlier than ninety (90) days prior to, nor later than forty-five (45) days prior to the Initial Maturity Date, that the Initial Maturity Date be extended to the First Extended Maturity Date, in which event the Initial Maturity Date shall be so extended.
(B) If the Initial Maturity Date is extended to the First Extended Maturity Date, then, subject to the conditions set forth in this SECTION 2.6, Borrower may request, by notice to Administrative Agent (who shall promptly notify Lenders) not earlier than ninety (90) days prior to, nor later than forty-five (45) days prior to the First Extended Maturity Date, that the First Extended Maturity Date be extended to the Second Extended Maturity Date, in which event the First Extended Maturity Date shall be so extended.
(C) Notwithstanding the foregoing, the extension of the Initial Maturity Date to the First Extended Maturity Date and the extension of the First Extended Maturity Date to the Second Extended Maturity Date pursuant to this SECTION 2.6 shall not be effective with respect to any Lender unless, (i) no Event of Default exists before or after giving effect to such extension, and (ii) Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered paid to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extensionLender, an additional non-refundable commitment extension fee in the an amount of 0.20% of the Aggregate Commitments equal to twenty-five basis points (the “Extension Fee”0.25%) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datetimes each Lender's Commitment.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
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Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Original Maturity Date of August 18to the Extended Maturity Date, 2012, such Extension Option being exercisable only once as provided below, and subject to upon satisfaction of each of the following conditionsconditions precedent:
(a) The Borrower shall provide the Administrative Agent shall have received with written notice of the Borrower’s election request to exercise the Extension Option at least to Extend not more than ninety (90) days but not less than thirty (30) but no more than one hundred twenty (120) days before prior to the Original Maturity Date (as then in effect).Date; and
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding of request to exercise the Extension OptionOption to Extend, and as of the Extension Fee will Original Maturity Date, no Default of Event of Default shall have been earned in full occurred and be continuing, and Borrower shall so certify in writing; and
(c) The Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at the Borrower’s sole cost and expense, such title insurance endorsements reasonably required by the Administrative Agent; and
(d) There shall not have occurred any change in any Collateral Property since the date on which it first became a bona fide commitment fee intended Collateral Property or the financial condition of the Borrower or the Parent Guarantor from that which existed as reasonable compensation to Lenders for their Commitment until of July 30, 2010 that, in the extended Maturity Date.determination of the Administrative Agent in its sole discretion, has had a Material Adverse Effect; and
(e) The On or before the Original Maturity Date, the Borrower shall pay to the Administrative Agent all closing and recording costs, the costs of preparing any extension documents, including reasonable attorney’s fees if any, and any other reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection expense associated with such the Borrower’s exercise of its extension and the documentation thereof.right; and
(f) During On or before the extended termOriginal Maturity Date, all terms and conditions Borrower shall pay to the Administrative Agent the fee provided for in Section 3.5.(c); and
(g) The Administrative Agent shall have received, at the Borrower’s sole cost, Appraisals confirming to the satisfaction of the Loan Documents (including but not limited to interest rates and payments) pertaining Administrative Agent that the ratio of the aggregate amount of the Commitments to the Loans shall continue to apply; providedsum of (i) the aggregate amount of the Appraised Values of the Other Collateral Properties and (ii) if the Boston Hyatt is then a Collateral Property, howeverthe Adjusted Appraised Value does not exceed the Advance Rate. If such ratio exceeds the Advance Rate, that the term “Maturity Date” and all references to such term Borrower may satisfy the condition in this Agreement and Section 2.15.(g) by reducing the other Loan Documents shall mean and refer aggregate amount of the Commitments in accordance with Section 2.14. to the extended Maturity Date which shall be one year from amount required to reduce such ratio to the Advance Rate. The extension of the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to shall not extend the exercise of the Extension Option Term Conversion Date, and there shall be deemed to refer to satisfaction no advances of all conditions set forth aboveLoans from and after the Term Conversion Date.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by notice to the Administrative Agent (who shall have promptly notify the option Revolving Lenders) not earlier than 60 days prior to the Maturity Date then in effect hereunder (the “Extension OptionExisting Maturity Date”) and not later than 30 days prior to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18Date, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each request an extension of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Existing Maturity Date (as then in effect)a “Maturity Date Extension”) for one additional year from the Existing Maturity Date; provided that the Borrower may request (i) only two such extensions during the term of this Agreement and (ii) only one extension during any calendar year.
(b) There shall exist no Default or Event of Default at Each Revolving Lender, acting in its sole and individual discretion, shall, by notice to the time Borrower elects Administrative Agent given not later than the date that is 15 days prior to exercise the Extension Option or at the Existing Maturity Date (as then the “Notice Date”), advise the Administrative Agent whether or not such Revolving Lender agrees to such Maturity Date Extension and the application thereof to its Committed Revolving Amount (and each Revolving Lender that determines not to so extend its Committed Revolving Amount (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in effectany event no later than the Notice Date)); provided that any Revolving Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Revolving Lender to agree to such extension shall not obligate any other Revolving Lender to so agree.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for shall notify the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effectof each Lender’s determination under this Section 2.21 no later than the day after the Notice Date (or, without modificationif such date is not a Business Day, except to on the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionnext following Business Day).
(d) The Borrower shall pay have the right to Administrative Agentreplace each Non-Extending Lender with, for and add as “Revolving Lenders” under this Agreement in place thereof, one or more institutions (each, an “Additional Commitment Lender”) as provided in Section 2.19(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption US-DOCS\121193765.6 pursuant to which such Additional Commitment Lender shall, effective as of the benefit Existing Maturity Date, undertake a Committed Revolving Amount (and, if any such Additional Commitment Lender is already a Revolving Lender, such Committed Revolving Amount shall be in addition to such Revolving Lender’s existing Committed Revolving Amount hereunder on such date).
(e) If (and only if) the total of (i) the Committed Revolving Amounts of the Revolving Lenders that have agreed to such Maturity Date Extension and the application thereof to their Committed Revolving Amounts (each, an “Extending Lender”) and (ii) the additional Committed Revolving Amounts of the Additional Commitment Lenders shall be greater than 50% of the aggregate amount of the Committed Revolving Amounts in effect immediately prior to the Notice Date, then, effective as of the Existing Maturity Date, the Maturity Date of the Committed Revolving Amounts of each Extending Lender in accordance with its Applicable Percentage and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, the Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Revolving Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, each Maturity Date Extension shall not be effective unless:
(i) Section 2.21(e) is satisfied;
(ii) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the such Maturity Date in effect immediately prior to the delivery Extension, signed by Borrower of the notice of its exercise of the Extension Option. As of the date a Responsible Officer of the Borrower’s delivery of written notice regarding , (A) certifying and attaching the Extension Option, resolutions adopted by the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions General Partner on behalf of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references Borrower approving or consenting to such term Maturity Date Extension and (B) certifying that, before and after giving effect to such Maturity Date Extension, (1) the representations and warranties contained in this Agreement Article III and the other Loan Documents shall mean are true and refer correct in all material respects on and as of such date (except to the extended Maturity Date extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be one year from the Maturity Date as then accurate and complete in effect. Table of Contents All references in this Agreement or any other Loan Document all respects), except to the exercise extent that such representations and warranties are stated to relate to a specific earlier date, in which case they are true and correct in all material respects as of such earlier date (except to the Extension Option extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects), and except that for purposes of this Section 2.21, the representations and warranties contained in subsections (a) and (b) of Section 3.04 shall be deemed to refer to satisfaction the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, (2) since the date of the most recent annual financial statements delivered pursuant to Section 5.01(a), there has been no event, circumstance or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, and (3) no Default shall have occurred and be continuing; US-DOCS\121193765.6
(iii) Borrower shall deliver or cause to be delivered to the Administrative Agent any legal opinions or other documents reasonably requested by the Administrative Agent in connection with such Maturity Date Extension;
(iv) with respect to each Non-Extending Lender, on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) all conditions set forth aboveSecured Obligations owing to such Non-Extending Lender and the Committed Revolving Amounts shall be reduced by an amount equal to such Non-Extending Lender’s Committed Revolving Amount (except as provided in Section 2.21(d));
(v) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Revolving Loans in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date, each Revolving Lender will hold its pro rata share (based on its share of the revised Committed Revolving Amounts) of outstanding Revolving Loans; and
(vi) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Revolving Loans or cash collateralize Letters of Credit in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date, the aggregate amount of LC Exposure outstanding plus the Revolving Loans outstanding shall not exceed the aggregate Committed Revolving Amounts.
(g) This Section 2.21 shall supersede any provisions in Section 2.18(c) to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Genesis Energy Lp)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Borrower may, by written notice to the Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30a "REQUEST FOR EXTENSION OF REVOLVING TERMINATION DATE") but no given not less than 45 nor more than one hundred twenty (120) 60 days before prior to each Determination Date, advise the Maturity Lenders that it requests an extension of the then effective Revolving Termination Date (as then the "EXISTING REVOLVING TERMINATION DATE") by 364 days, effective on the relevant Determination Date (the "RELEVANT DETERMINATION DATE"). The Administrative Agent will promptly, and in effect)any event within five Business Days of the receipt of such Request for Extension, notify the Lenders of the contents of each such Request for Extension of Revolving Termination Date.
(b) There Each Request for Extension of Revolving Termination Date shall exist no (i) be irrevocable and (ii) constitute a representation by Borrower that (A) neither any Default or Event nor any Potential Default has occurred and is continuing and (B) the representations and warranties contained in SECTION 8 are correct on and as of Default at the time Borrower elects Relevant Determination Date, as though made on and as of such date (unless any representation and warranty expressly relates to exercise the Extension Option or at the Maturity Date (as then in effectan earlier date).
(c) Borrower In the event a Request for Extension of Revolving Termination Date is given to the Administrative Agent as provided in SECTION 2.5(a) and each Guarantor Subsidiary the Administrative Agent notifies a Lender of the contents thereof, such Lender shall on or before the 30th day next preceding the then Relevant Determination Date advise the Administrative Agent in writing whether or not such Lender consents to the extension requested thereby. Each Lender shall have executed and delivered the right to consent to or reject such extension request in the exercise of its sole discretion. If any Lender fails so to advise the Administrative Agent a modification and extension agreementAgent, confirming that such Lender shall be deemed to have not consented to such extension. If all Lenders consent, the entity documents for then effective Revolving Termination Date shall be extended by 364 days from the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionthen effective Revolving Termination Date.
(d) If (i) any Lender notifies the Administrative Agent that it will not consent to a Request for Extension of Revolving Termination Date, or (ii) all of the Lenders have not in writing expressly consented to a Request for Extension of Revolving Termination Date within the time period set forth in SECTION 2.5(a), then Borrower may, at its option, replace each Lender which has not agreed to the Request for Extension of Revolving Termination Date (a "NONEXTENDING LENDER") with another bank or financial institution approved by the Administrative Agent (which approval shall pay not be unreasonably withheld) (a "REPLACEMENT LENDER") and/or one or more existing Lenders by giving (not less than 10 days prior to the Relevant Determination Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent, for the benefit . Each Nonextending Lender shall promptly assign all of each its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity DateSECTION 14.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Northern Border Partners Lp)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) The Borrower may, from time to time pursuant to this Section 2.18, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request to extend each Maturity Date then in effect to a date no later than twelve (12) months after the latest Maturity Date then in effect; provided that not more than two such extensions under this Section 2.18 shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall have received written notice promptly notify the Borrower and the Lenders of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect)Lenders’ responses.
(b) There The Maturity Date shall exist be extended only if the Required Lenders (calculated prior to giving effect to any replacements of Lenders permitted herein) have consented thereto. If so extended, the Maturity Date, as to the Lenders consenting to such extension (the “Extending Lenders”), shall be extended to the date specified in the notice delivered under Section 2.18(a) (which date shall be no later than twelve (12) months after the latest Maturity Date then in effect), effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.18(c)(iii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date.
(c) Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless:
(i) on the Extension Effective Date, no Default or Event of Default at the time Borrower elects to exercise shall have occurred and be continuing, and no Default or Event of Default shall occur, as a result of such extension;
(ii) on and as of the Extension Option Effective Date, the representations and warranties of the Borrower contained in Article V or at in any other Loan Document, shall be true and correct in all material respects both before and after giving effect to the extension (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects);
(iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by a Responsible Officer of the General Partner, on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized and approved and (B) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower dated as of the Extension Effective Date certifying that (1) before and after giving effect to such extension, the representations and warranties of the Borrower contained in Article V or in any other Loan Document shall be true and correct in all material respects both before and after giving effect to the extension (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects) and (2) immediately before and immediately after giving effect to such extension no Default or Event of Default exists or will exist;
(iv) The Borrower shall pay any Loans outstanding on the Maturity Date (prior to giving effect to any extension) as then in effect).
to any non-extending Lenders (cthe “Non-Extending Lenders”) Borrower (and each Guarantor Subsidiary shall have executed and delivered pay any additional amounts required pursuant to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date;
(v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such changes are Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.18(d) (i“Additional Commitment Lenders”) permitted under in accordance with their respective Pro Rata Shares (calculated without regard to the terms Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of this Agreementthe Committed Loans of such 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
(iivi) modifications of a ministerial natureIf the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv), the Total Revolving Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iii)) otherwise approved by the Required Lenderson a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such other documents as are reasonably requested by Administrative Agent to properly document the extensionMaturity Date shall terminate.
(d) The Borrower shall pay have the right to Administrative Agent, for the benefit of replace each Non-Extending Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity DateSection 10.16.
(e) The Borrower This Section shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred supersede any provisions in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining Section 2.07 or 10.01 to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovecontrary.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Equitrans Midstream Corp)
Extension of Maturity Date. Borrower shall have the option to extend the Maturity Date from (a) the Original Maturity Date to the First Extended Maturity Date (“First Option to Extend”), and (b) the First Extended Maturity Date to the Second Extended Maturity Date (the “Extension OptionSecond Option to Extend” and each, an “Option to Extend”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18), 2012, such Extension Option being exercisable only once as provided below, and subject to upon satisfaction of each of the following conditionsconditions precedent:
(a) As applicable, Borrower shall have validly exercised the immediately previous Option to Extend;
(b) Borrower shall provide Administrative Agent shall have received with written notice of Borrower’s election request to exercise the Extension an Option at least thirty (30) but no to Extend not more than one hundred twenty ninety (12090) days before but not less than forty-five (45) days prior to the then current Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).Date;
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding of request to exercise an Option to Extend, and as of the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended then current Maturity Date., no Default or Potential Default shall exist, and Borrower shall so certify in writing;
(d) No material default (beyond the expiration of any applicable notice and cure periods), as determined by Administrative Agent, shall exist under any Management Agreement or Franchise Agreement;
(e) The Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the Option to Extend and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Administrative Agent;
(f) There shall not have occurred any change in either Property since the Effective Date or the financial condition of either Borrower or either Guarantor from that which existed as of the Effective Date that, in the determination of Administrative Agent in its reasonable discretion, has had a Material Adverse Effect;
(g) On or before the then current Maturity Date, Borrower shall pay to Administrative Agent all reasonable recording costs, the costs and expensesof preparing any extension documents, including reasonable attorneys’ feesfees if any, incurred in connection and any other reasonable costs and expense associated with such extension and the documentation thereof.Borrower’s exercise of an Option to Extend;
(fh) During On or before the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “then current Maturity Date” and all references , Borrower shall pay to such term Administrative Agent the fee provided for in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document Section 2.4(b);
(i) With respect to the exercise of the Extension First Option to Extend and, at Administrative Agent’s option, with respect to the Second Option to Extend, Administrative Agent shall have received, at Borrower’s sole cost, an Appraisal of each Property which is then Collateral for the Loan, with a valuation date not more than sixty (60) days prior to the then current Maturity Date, confirming to the satisfaction of Administrative Agent that the Loan-to-Value Ratio does not exceed fifty percent (50%). If the Loan to Value Ratio exceeds fifty percent (50%), then Borrower may satisfy the condition in this Section 2.14(i) by concurrently repaying such portion of the outstanding principal amount of the Loan necessary to cause the Loan-to-Value Ratio to be fifty percent (50%) or less;
(j) The Adjusted NOI of the Property, calculated as of the applicable DSCR Test Date, shall be deemed sufficient to refer yield a DSCR of not less than the Minimum DSCR Hurdle. If the Adjusted NOI of the Property is insufficient to satisfaction yield a DSCR which satisfies the Minimum DSCR Hurdle, then Borrower may satisfy the condition in this Section 2.14(j) by repaying such portion of all conditions set forth above.the outstanding principal amount of the Loan as would cause such condition to be satisfied; and
Appears in 1 contract
Extension of Maturity Date. Borrower shall have (a) At least 45 days but not more than 60 days prior to any anniversary of the option Sixth Amendment Effective Date, the US Borrower, by written notice (the each, an “Extension OptionNotice”) to extend the Loans by extending Administrative Agent, may request an extension of the Maturity Date for a one-in effect at such time by one year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as its then scheduled expiration; provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent that in no event shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms US Borrower make more than two (2) such requests during the term of this Agreement, (ii) modifications of a ministerial nature, or there be more than three (3) separate Maturity Dates at any time and (iii) otherwise approved by the Required LendersMaturity Date be extended beyond November 20, 2021. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days following the date of such other documents as are reasonably requested by Extension Notice, notify the US Borrower and the Administrative Agent in writing as to properly document whether such Lender will consent to such extension. If any Lender shall fail to notify the extensionAdministrative Agent and the US Borrower in writing of its consent to any such request for extension of the Maturity Date within 20 days following the date of such Extension Notice, such Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Administrative Agent shall notify the US Borrower not later than 15 days prior to the applicable anniversary date (or such later time as agreed between the US Borrower and the Administrative Agent) of the decision of the Lenders regarding the US Borrower’s request for an extension of the Maturity Date.
(db) Borrower shall pay If all the Lenders consent in writing to Administrative Agent, for the benefit of each Lender any such request in accordance with its Applicable Percentage as subsection (a) of the effective date of the extensionthis Section 2.10, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately at such time shall, effective as at the applicable anniversary date (each, an “Extension Date”), be extended for one year; provided that on each Extension Date, the conditions set forth in Section 6.2 shall be satisfied. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.10, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.10, be extended as to those Lenders that so consented (each an “Extending Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.10 and the Revolving Credit Commitment of such Non-Extending Lender is not assumed in accordance with subsection (c) of this Section 2.10 on or prior to the delivery applicable Extension Date, each Revolving Credit Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the US Borrower, such Non-Extending Lender or any other Person. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the US Borrower for any requested extension of the Maturity Date. The failure of a Lender to respond to a notice of such an increase will be deemed an election by such Lender not to participate therein.
(c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.10, the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its exercise sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Extension Date (or such later time as agreed between the US Borrower and the Administrative Agent) of the amount of the Non-Extending Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Administrative Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Extending Lenders, such Revolving Credit Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the US Borrower and the Administrative Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remain any Revolving Credit Commitments of Non-Extending Lenders, the US Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (each, an “Assuming Lender”) to assume, effective as of the Extension Option. As Date, any Non-Extending Lender’s Revolving Credit Commitment and all of the date obligations of the Borrower’s delivery of written notice regarding the Extension Optionsuch Non-Extending Lender under this Agreement thereafter arising, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation without recourse to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expensesor warranty by, including reasonable attorneys’ feesor expense to, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to applyNon-Extending Lender; provided, however, that the term amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) such assignment or substitution shall (A) be in accordance with and subject to the restrictions contained in, and consents required by, Section 15.11 and (B) not conflict with Applicable Law; and
(ii) such Non-Extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9) from the Assuming Lender (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts). At least five (5) Business Days prior to any Extension Date (or such later time as agreed between the US Borrower and the Administrative Agent), (A) each such Assuming Lender, if any, shall have delivered to the US Borrower and the Administrative Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the US Borrower and the Administrative Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the US Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.10 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Extending Lender. Upon receipt of the executed Assignment and Assumption referenced in clause (A) above and the payment or prepayment of all amounts referred to in clauses (i) and (ii) above, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.10) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than three (3) Business Days prior to such Extension Date (or such later time as agreed between the US Borrower and the Administrative Agent), the Administrative Agent shall so notify the US Borrower, and, subject to (i) the satisfaction of the conditions in Section 6.2 and (ii) the written consent of the Borrower, the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.10, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and all references to each Assuming Lender for such term in this Agreement and the other Loan Documents shall mean and Extension Date, refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effectso extended. Table of Contents All references in this Agreement or any other Loan Document to Promptly following each Extension Date, the exercise Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the Extension Option extension of the scheduled Maturity Date in effect immediately prior thereto and shall be deemed thereupon record in the Register the relevant information with respect to refer to satisfaction of all conditions set forth aboveeach such Extending Lender and each such Assuming Lender.
Appears in 1 contract
Sources: Credit Agreement (Pool Corp)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18September 22, 20122015, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election The Company may at any time and from time to exercise the Extension Option at least time not more than ninety (90) days and not less than thirty (30) but no more than one hundred twenty (120) days before prior to the Maturity Date (as then in effecteffect (the “Existing Maturity Date”), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an extension occurs, an “Extension Date”) such Bank’s Maturity Date to the date that is 364 days after the Existing Maturity Date then in effect for such Bank.
(b) There Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Bank Notice Date”), advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Maturity Date, an “Extending Bank”). Each Bank that determines not to so extend its Maturity Date (a “Non-Extending Bank”) shall exist notify the Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date.
(c) The Agent shall promptly notify the Company of each Bank’s determination under this Section.
(d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Bank”) approved by the Agent in accordance with the procedures provided in Section 4.2, each of which Additional Banks shall have entered into an Assignment Agreement (in accordance with and subject to the restrictions contained in Section 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided, that the Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Banks shall, effective on or before the applicable Maturity Date for such Non-Extending Bank, assume a Loan (and, if any such Additional Bank is already a Bank, its assumed Loan shall be in addition to such Bank’s Loan outstanding hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Company (which notice shall set forth such Bank’s new Maturity Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks.
(e) If (and only if) the total of the Loans of the Banks that have agreed to extend their Maturity Date and the new or increased Loans of any Additional Banks is more than 50% of the aggregate amount of the Loans in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Bank and of each Additional Bank shall be extended to the date that is 364 days after the then Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than 364 days after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than one (1) extension of the Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Bank unless:
(i) no Default or Event of Default at shall have occurred and be continuing on the time Borrower elects applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Company set forth in this Agreement are true and correct on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or to exercise the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and
(iii) the Agent shall have received a certificate dated as of the applicable Extension Option Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Company approving or at consenting to such extension.
(g) On the Maturity Date of each Non-Extending Bank, the Company shall repay such Non-Extending Bank in accordance with Section 2.2 (and shall pay to such Non-Extending Bank all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the respective Banks effective as then of such date, and the Agent shall administer any necessary reallocation of the Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in effectthis Agreement).
(ch) Borrower and each Guarantor Subsidiary This Section shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still supersede any provisions in force and effect, without modification, except Section 10.1 or Section 12.11 to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensioncontrary.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Subject to the provisions of this Section 2.5, Borrower will have the option to (i) extend the term of the Loan beyond the Initial Maturity Date for one (1) successive term (the “First Extension Option”) of twelve (12) months (the “First Extension Term”) to May 6, 2025 (the “First Extended Maturity Date”), and (ii) provided the Initial Maturity Date shall have been timely and properly extended to the First Extended Maturity Date, further extend the term of the Loan beyond the First Extended Maturity Date for one (1) successive term (the “Second Extension Option”) of twelve (12) months (the “Second Extension Term”) to May 6, 2026 (the “Second Extended Maturity Date”). In order to exercise either Extension Option, Borrower shall deliver to Administrative Agent written notice (which notice shall be irrevocable; provided, Borrower shall have the option right to revoke any such notice by written notice of such revocation not later than one (1) Business Day prior to the “Extension Option”date of the applicable Maturity Date, without any penalty and without causing an Event of Default hereunder provided that, in connection with any such revocation, Borrower shall (i) pay to extend Administrative Agent an amount equal to all interest that would have accrued on the Loans by extending amount of the Maturity Date Loan through the date which is forty-five (45) days following such revocation and (ii) reimburse Administrative Agent for the reasonable costs and expenses of Administrative Agent’s legal counsel as a one-year period from and after the initial Maturity Date result of August 18, 2012, such revocation) of its intent to exercise such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more earlier than one hundred twenty (120) days before days, and no later than forty-five (45) days, prior to the then applicable Maturity Date, and upon the giving of such notice of extension, the Maturity Date (as then theretofore in effect).effect shall be extended as set forth above, subject to the satisfaction of the following conditions on or before such Maturity Date:
(ba) There shall exist no monetary Default, material non-monetary Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the shall have occurred and be continuing on Initial Maturity Date or First Extended Maturity Date, as applicable;
(b) Borrower shall have made an additional deposit to the Interest Reserve Funds and the Tax Reserve Funds in amounts reasonably determined by Administrative Agent as then in effect).of the later of (x) the Initial Maturity Date or First Extended Maturity Date, as applicable and (y) ten (10) Business Days after Administrative Agent delivers to Borrower its determination of the amount required to be deposited;
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered paid to Administrative Agent a modification all out-of-pocket expenses (including reasonable legal fees and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to disbursements of Administrative Agent are still in force and effect, without modification, except to the extent such changes are (iAgent’s outside counsel) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested incurred by Administrative Agent to properly document in connection with Borrower’s exercise of the extension.Extension Option;
(d) Borrower shall pay have paid to Administrative Agent, for (i) in connection with the benefit First Extension Option, an amount equal to one half of each Lender in accordance with its Applicable Percentage one percent (0.50%) of the outstanding principal balance of the Loan as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Initial Maturity Date, which Extension Fee shall be due and payable not later than (ii) in connection with the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Second Extension Option, an amount equal to one half of one percent (0.50%) of the Extension Fee will have been earned in full and be a bona fide commitment fee intended outstanding principal balance of the Loan as reasonable compensation to Lenders for their Commitment until of the extended First Extended Maturity Date.;
(e) The Borrower shall pay to Administrative Agent all reasonable costs shall have completed substantively the same “know your customer” due diligence review and expenses, including reasonable attorneys’ fees, incurred completion of a credit check which was conducted in connection with the closing of the Loan with respect to Borrower and Guarantor and, to the extent such review differs from the review conducted in connection with the closing of the Loan, then such review shall be substantively consistent Administrative Agent’s review process with respect to similar loans across its portfolio; provided, that, for the avoidance of doubt the foregoing review process shall not permit Administrative Agent to require any further conditions to the extension and of the documentation thereof.Loan which increase the obligations of Borrower or Guarantor under the Loan Documents; and
(f) During if at the extended termtime Borrower exercises the applicable Extension Option, all terms and conditions of Borrower has validly exercised the Building Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement Option and the other Building Loan Documents Closing Date has occurred, Borrower shall mean have (i) in connection with the First Extension Option, validly exercised the “First Extension Option” as defined in the Building Loan Agreement, and refer to (ii) in connection with the extended Maturity Date which shall be one year from Second Extension Option, validly exercised the Maturity Date “Second Extension Option” as then defined in effect. Table of Contents All references in this Agreement or any other the Building Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveAgreement.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have the option The Maturity Date may be extended for [Mirror Underlying Loan Agreement period[s] of [one (the 1) year] [each] ([each] such period, an “Extension Option”Period”)7 upon Borrower’s prior written request of Administrative Agent received at least [twenty (20) days, but not more than sixty (60) days]8 prior to extend the Loans by extending the then applicable Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(ai) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at At the time Borrower elects to exercise of the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower request and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of on the effective date of the extensionExtension Period, an additional non-refundable commitment fee in the amount there is no Event of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in Default under this Agreement or any other Loan Document Document.
(ii) [On or before the commencement of such Extension Period, Borrower shall have paid a fee of [_._%] of the outstanding principal balance of the Loan Amount as of the commencement of such Extension Period [and any unadvanced portion of the Holdback Amount that remains available for disbursement during the Extension Period]]. [DRAFTING NOTE: EXTENSION FEE TO BE DETERMINED ON A LOAN-BY-LOAN BASIS.]
(iii) The requirements for extension of the Underlying Loan set forth in Section [2.10] of the Underlying Loan Agreement are satisfied (other than immaterial administrative conditions), and reasonably satisfactory evidence thereof is delivered to the exercise Administrative Agent.
(iv) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Administrative Agent in connection with such extension of the Extension Option applicable Maturity Date, including Administrative Agent’s reasonable out-of-pocket attorneys’ fees and costs. Within ten (10) Business Days of receipt of any extension request and the certifications and other documents and information required for such extension, Administrative Agent shall notify Borrower in writing as to whether or not Borrower has met the conditions for the requested extension (other than the payment of any fees or expenses that may be due, payment of which shall be deemed made on the day prior to refer to satisfaction the effectiveness of all conditions set forth abovethe extension period).
Appears in 1 contract
Sources: Facility Loan Program Agreement and Security Agreement (Seven Hills Realty Trust)
Extension of Maturity Date. The Borrower shall have the option right, which may be exercised one (the “Extension Option”1) time, to extend the Loans by extending the Maturity Date by one twelve-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least sixty (60) days but not more than two hundred (200) days prior to the initial Maturity Date, a written request for a onesuch extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Maturity Date shall be extended for one twelve-year month period from effective upon receipt by the Administrative Agent of the Extension Request and after payment of the fee referred to in the following clause (iv) (which fee shall be due and payable on or before the initial Maturity Date then being extended and as a condition to such extension): (i) immediately prior to the date of August 18such extension on the initial Maturity Date and immediately after giving effect thereto, 2012, such Extension Option being exercisable only once as provided below(x) no Default or Event of Default shall exist, and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to satisfaction concepts of each materiality) on and as of the following conditions:
date of such extension with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (ain which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), (ii) unless otherwise agreed by the Administrative Agent, the Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option received, at least thirty (30) but no more than one hundred twenty (120) days before prior to the initial Maturity Date (or such shorter period as then agreed to in effectwriting by the Administrative Agent).
(b) There shall exist no Default or Event of Default at , an updated Appraisal for any Borrowing Base Property for which the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries Appraisal previously delivered to the Administrative Agent are still in force and effect, without modification, except is dated more than twelve (12) months prior to the extent such changes are (i) permitted under date of the terms of this AgreementExtension Request, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required LendersBorrower shall have delivered, a pro forma Compliance Certificate evidencing compliance with the covenants set forth in Sections 10.1 through 10.4, and such other documents as are reasonably requested by Administrative Agent to properly document (iv) the extension.
(d) Borrower shall pay to Administrative Agent, for have paid the benefit Fees payable under Section 3.6(c). On the date of each Lender in accordance with its Applicable Percentage as delivery of the effective date Extension Request and immediately prior to the effectiveness of the extension, an additional non-refundable commitment fee the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the amount of 0.20% of the Aggregate Commitments immediately preceding clauses (the “Extension Fee”i)(x) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date(i)(y).
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (HC Government Realty Trust, Inc.)
Extension of Maturity Date. (a) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), during any period commencing 60 days prior to any anniversary of the Effective Date and ending 30 days prior to such anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the date that is one year following the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not more than 20 days after the date of the Extension Letter (the “Notice Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise the Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the Borrower of each Lender’s determination (or deemed determination) under this Section 2.14(a) within three Business Days after the Notice Date. 28 #85763602v22
(b) Subject to the conditions set forth or referred to in paragraphs (c) and (d) below, the Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days right on or before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except effect prior to the extent such changes are requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (iexcept as to title and the absence of Liens created by it) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with and subject to the restrictions contained in Section 10.04) all its Applicable Percentage as of interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the effective date of Non- extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (w) such Additional Commitment Lender shall have agreed to extend the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be due subject to the approval of the Administrative Agent and payable the Borrower (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.
(c) If (and only if) the total Commitments of the Lenders that have agreed so to extend the Maturity Date and the additional Commitments of the Additional Commitment Lenders shall, in the aggregate, be more than 50% of the aggregate amount of Commitments in effect immediately prior to the delivery by Borrower date of extension of the notice Maturity Date (the “Extension Date”), then the Maturity Date applicable to the Lenders that shall so have agreed and the Additional Commitment Lenders shall be the date that is one year following the current Maturity Date and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of its exercise this Agreement. In the event of such extension, and notwithstanding anything herein to the contrary, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Extension Option. As Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(d) Notwithstanding the foregoing, no extension of the date Maturity Date shall become effective unless, on the Extension Date the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the Extension Date) and the Administrative Agent shall have received a certificate to that effect dated such Extension Date and executed by the chief financial officer of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expensesMaturity Date may not be extended more than two times during the term of this Agreement (and, including reasonable attorneys’ feesfor the avoidance of doubt, incurred in connection with such extension and the documentation thereofMaturity Date may only be extended for a maximum of two additional one-year periods).
(f) During the extended term, all terms and conditions If as a result of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from any extension of the Maturity Date as then in effect. Table of Contents All references accordance with this Section 2.14 there is more than one Maturity Date in effect at any time, the Borrower and the 29 #85763602v22 Administrative Agent may make such amendments to this Agreement or any other Loan Document as may be necessary to ensure the exercise of the Extension Option shall be deemed to refer to satisfaction pro rata treatment in respect of all conditions set forth aboveBorrowings and Loans hereunder.
Appears in 1 contract
Sources: Senior Credit Agreement
Extension of Maturity Date. Borrower shall have the option Not more than 120 days and not less than 60 days prior to August 29, 2002 (the “"Extension Option”) to Date"), the Borrower may request in writing that the Lenders extend the Loans by extending the Maturity Date for a one-an additional one year period from and after (the initial "Extension Period"). The Maturity Date of August 18shall be extended for an additional one year period if, 2012on the Extension Date, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditionsconditions are satisfied:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at then exists;
(b) payment by the time Borrower elects to exercise each Lender of an extension fee in an amount equal to 0.25% of such Lender's outstanding Revolving Loans on the Extension Option or at the Maturity Date (as then in effect).Date;
(c) Borrower and each the Guarantor Subsidiary shall have executed a Senior Debt Rating of no less than A- from S&P and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.A3 from Mood▇'▇;
(d) Borrower shall pay certificates of occupancy with respect to the Project (in form and substance reasonably satisfactory to the Project Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until issued by the extended Maturity Date.appropriate Governmental Authority;
(e) The Borrower the Guarantor shall pay to not be in default under any agreement governing Indebtedness of the Guarantor for borrowed money;
(i) the Nordstrom Lease Agreement shall be in full force and effect and (ii) the Administrative Agent all reasonable costs and expensesshall have received from the Guarantor an estoppel certificate, including reasonable attorneys’ feesin a form attached hereto as Exhibit 2.2;
(g) the Debt Service Coverage Ratio, incurred in connection with as of the calendar month most recently ended, for the twelve month period ending on such extension date, shall be greater than or equal to 1.25 to 1.0;
(h) the Administrative Agent and the documentation thereof.Project Administrative Agent shall have received an appraisal of the Project prepared by a qualified appraiser designated by and satisfactory to the Administrative Agent and the Project Administrative Agent and otherwise satisfactory in form and substance to the Administrative Agent and the Project Administrative Agent, demonstrating an LTV Ratio less than or equal to 0.75 to 1.0;
(fi) During the extended term, all terms and conditions construction of the Loan Documents Project has been substantially completed in accordance with the Plans and Specifications and a certificate (including but not limited to interest rates in form and payments) pertaining substance satisfactory to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references Project Administrative Agent) as to such term in this Agreement completion shall have been issued by the project architect;
(j) the Administrative Agent and the other Loan Documents Project Administrative Agent shall mean have received an updated title report for the Project containing no exceptions not approved by the Administrative Agent and refer the Project Administrative Agent and otherwise in form and substance satisfactory to the extended Maturity Date which Administrative Agent and the Project Administrative Agent; and
(k) the Administrative Agent and the Project Administrative Agent shall be one year from have received an as-built survey of the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document Project, certified to the exercise Administrative Agent by an independent professional licensed land surveyor showing all improvements in place on the Land and otherwise in form and substance satisfactory to the Administrative Agent and the Project Administrative Agent, together with any endorsements to the Title Policy reasonably requested by the Administrative Agent or the Project Administrative Agent to address changes in the state of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovetitle disclosed in such as-built survey.
Appears in 1 contract
Sources: Credit Agreement (Nordstrom Inc)
Extension of Maturity Date. Borrower shall have Subject to, and upon the option Borrowers’ satisfaction of, the conditions set forth in this Section 2.15 (such date the “Extension OptionEffective Date”) to ), Agent shall extend the Loans by extending the Maturity Date for of this Agreement by an additional year (each a one-year period from and after the initial “Maturity Date Extension”), with no more than two (2) such Maturity Date Extensions occurring during the term of August 18this Agreement, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditionsconditions for each such Maturity Date Extension:
(a) Administrative Agent No Event of Default shall have received written notice occurred and be continuing under any of Borrower’s election to exercise the Loan Documents on the Extension Option at least thirty (30) but Effective Date and no more than one hundred twenty (120) days before the Maturity Date (as then in effect).Material Adverse Change shall have occurred;
(b) There The Borrowers shall exist no Default have on or Event of Default at the time Borrower elects to exercise before the Extension Option or at Effective Date delivered to the Maturity Date Agent for the ratable benefit of the Lenders a fee equal to one-quarter percent (as then in effect).0.25%) of the outstanding balance of the Loan, which fee shall be non-refundable and shall be deemed fully earned upon receipt;
(c) Borrower and each Guarantor Subsidiary If not previously authorized by resolutions satisfactory to the Agent, the Borrowers shall have executed and delivered to Administrative the Agent a modification true, correct and extension agreement, confirming that complete copies of duly adopted resolutions of each Borrower authorizing each respective Borrower to extend the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.Maturity Date;
(d) Borrower The Borrowers shall pay to Administrative have paid Agent, for ’s reasonable costs and expenses in connection with the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the requested Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.Extension; and
(e) The Borrower Borrowers shall pay give notice of their desire to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from extend the Maturity Date in the form of a Request for Extension attached hereto as then in effect. Table of Contents All references in this Agreement Exhibit D on or any other Loan Document prior to the exercise date that is not less than sixty (60) days or more than six (6) months prior to the then effective Maturity Date. Following receipt of a Request for Extension, the Agent shall promptly notify each Lender of such request. Upon acceptance by the Agent of the Request for Extension Option shall be deemed to refer to satisfaction evidencing that each of all the conditions set forth abovein this Section 2.15 have been satisfied, the Extension Effective Date shall occur and the Maturity Date Extension shall be effective.
Appears in 1 contract
Extension of Maturity Date. Borrower Borrowers shall have the right and option (the “Extension Option”) to extend the Loans by extending the Maturity Date for (i) to a one-year period from and after date ending upon the initial Maturity Date expiration of August 18, 2012, such the First Extension Option being exercisable only once as provided belowPeriod, and (ii) if the First Extension Period is properly exercised, to a date ending upon the expiration of the Second Extension Period, subject to Borrowers’ satisfaction of each of the following conditions:
(a) conditions precedent: Borrowers shall have notified Administrative Agent shall have received written notice in writing of Borrower’s election to the exercise of the applicable Extension Option at least Period no earlier than ninety (90) days nor later than thirty (30) but no more than one hundred twenty (120) days before prior to the Maturity Date (as then in effect).Date. On the date of commencement of the applicable Extension Period:
(bA) There shall exist no No Potential Default or Event of Default shall then exist;
(B) The Project Yield shall be at the time Borrower elects to exercise the Extension Option or least 8.00%;
(C) The LTV Ratio is at the Maturity Date least 68% based on current appraisals ordered by Administrative Agent (as then in effect)at Borrowers cost) of each Project.
(cD) Borrower and each Guarantor Subsidiary The Assumed Debt Service Coverage Ratio shall be at least 1.25:1.0. Borrowers shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that current title search or similar evidence customarily provided in the entity documents for states in which the Borrower and Guarantor Subsidiaries previously delivered Projects are located showing no additional exceptions to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) title other than those permitted under by the terms of this Agreementthe Loan Documents or consented to by Administrative Agent. Upon such extension, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, Borrowers and Guarantor shall have executed such other documents as are reasonably requested by Administrative Agent deems reasonably appropriate to properly document evidence the extension.
(d) Borrower shall pay to Administrative Agent, for . At the benefit of each Lender in accordance with its Applicable Percentage as of the effective date time of the extension, Borrowers shall pay all title company charges, recording fees and reasonable out-of-pocket attorneys’ fees and expenses incurred by Administrative Agent in connection with the extension. Notwithstanding anything to the contrary contained in this Agreement, if the conditions set forth for an additional non-refundable commitment fee Extension Period in the amount of 0.20% of the Aggregate Commitments Section 2.3(c)(ii))(B), (the “Extension Fee”C) in consideration for their Commitment until the extended Maturity Dateor (D) are not satisfied, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately Borrowers may, prior to the delivery by Borrower commencement of the notice of its exercise of applicable Extension Period, prepay the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned Loan in full order to satisfy such condition and no Prepayment Premium shall be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred required in connection with such extension and the documentation thereofprepayment.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Loan Agreement
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election The Company may at any time and from time to exercise the Extension Option at least time not more than ninety (90) days and not less than thirty (30) but no more than days prior to date that is one hundred twenty (120) days before year prior to the Maturity Date (as then in effecteffect (the “Existing Maturity Date”), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an extension occurs, an “Extension Date”) such Bank’s Maturity Date to the date that is one year after the Existing Maturity Date then in effect for such Bank.
(b) There Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Bank Notice Date”), advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Maturity Date, an “Extending Bank”). Each Bank that determines not to so extend its Maturity Date (a “Non-Extending Bank”) shall exist notify the Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date.
(c) The Agent shall promptly notify the Company of each Bank’s determination under this Section.
(d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Bank”) approved by the Agent in accordance with the procedures provided in Section 4.2, each of which Additional Banks shall have entered into an Assignment Agreement (in accordance with and subject to the restrictions contained in Section 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided, that the Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Banks shall, effective on or before the applicable Maturity Date for such Non-Extending Bank, assume a Loan (and, if any such Additional Bank is already a Bank, its assumed Loan shall be in addition to such Bank’s Loan outstanding hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Company (which notice shall set forth such Bank’s new Maturity Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks.
(e) If (and only if) the total of the Loans of the Banks that have agreed to extend their Maturity Date and the new or increased Loans of any Additional Banks is more than 50% of the aggregate amount of the Loans in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Bank and of each Additional Bank shall be extended to the date that is one year after the then Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than twenty-four (24) months after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Bank unless:
(i) no Default or Event of Default at shall have occurred and be continuing on the time Borrower elects applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Company set forth in this Agreement are true and correct on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or to exercise the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and
(iii) the Agent shall have received a certificate dated as of the applicable Extension Option Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Company approving or at consenting to such extension.
(g) On the Maturity Date of each Non-Extending Bank, the Company shall repay such Non-Extending Bank in accordance with Section 2.2 (and shall pay to such Non-Extending Bank all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the respective Banks effective as then of such date, and the Agent shall administer any necessary reallocation of the Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in effectthis Agreement).
(ch) Borrower and each Guarantor Subsidiary This Section shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still supersede any provisions in force and effect, without modification, except Section 10.1 or Section 12.11 to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensioncontrary.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have Notwithstanding anything to the option (the “Extension Option”) to extend the Loans by extending contrary contained in this Agreement, the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
Commitments of the Banks may be extended for an additional one (a1) Administrative year and for an additional one (1) year on each anniversary date of the original Closing Date if Borrower, the Agent and the Banks agree in writing to said extension(s) on or before ten (10) days prior to each such anniversary date. Said extension(s) shall have received be evidenced by an executed amendment. Borrower shall submit an extension request (the "Request") by delivering written notice thereof to the Agent, on or before forty-five (45) days prior to the earlier of Borrower’s election to exercise (i) the Extension Option at least thirty date the Borrower files its Form 10-K Annual Report with the S.E.C. or (30ii) but no more than one hundred and twenty (120) days before after the end of the immediately preceding fiscal year of the Borrower, and the Agent shall notify each Bank of the Request promptly after the Agent's receipt thereof from Borrower. Not later than fifteen (15) days prior to each anniversary date (the "Cut-Off Date"), each Bank may in its sole discretion, by written notice to the Agent, agree to the extension of the then current Maturity Date with respect to its Commitment. In order for any extension of the then current Maturity Date to be effective, at least one (1) of the Banks must elect to extend, in which event the then current Maturity Date shall be extended with respect to the Commitments of the consenting Bank or Banks for the period set forth in the Request. The failure by any Bank to deliver an extension notice to the Agent on or prior to the Cut-Off Date shall be deemed notice that such Bank has declined to extend the then current Maturity Date, and a decision by any Bank whether or not to so extend shall be in its sole discretion. In the event that any of the Banks elects not to extend the Maturity Date (or are deemed to have declined to so extend), the Agent shall use reasonable efforts to find replacement banks (which can be one of the other Banks, if any). In such event, if a replacement bank is found the parties agree to execute and deliver such documentation as then in effect).
(b) There the Agent shall exist no Default or Event request to effectuate such replacement. If none of Default at the time Borrower elects Banks agree to exercise the Extension Option or at extend and if such a replacement bank is not found, the Maturity Date shall not be extended with respect to the Commitment of any Bank. If BankBoston shall elect not to extend but at least one (as then in effect).
(c1) other Bank shall extend, the agency duties of BankBoston shall be transferred to a continuing Bank upon expiration of BankBoston's Commitment. In connection with the making of any Request, Borrower and each Guarantor Subsidiary shall have executed and delivered provide to Administrative the Agent a modification and extension agreementor any Bank or any prospective replacement bank any documents, confirming instruments, records, information or access to management personnel that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent or such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, Bank or (iii) otherwise approved by the Required Lenders, and such other documents as are replacement bank may reasonably requested by Administrative Agent to properly document the extensionrequest.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Komag Inc /De/)
Extension of Maturity Date. (a) The Borrower shall have may, up to two times during the option term hereof, by written notice (the an “Extension OptionNotice”) delivered to extend the Loans by extending Administrative Agent not less than 30 days and not more than 90 days prior to an anniversary of the Effective Date, request an extension of the Maturity Date for to a one-year period from and after date no later than the initial first anniversary of the Existing Maturity Date of August 18, 2012, (as defined below) as specified in such Extension Option being exercisable only once Notice (an “Extension”), provided that (i) no Default shall have occurred and be continuing on the date of the Extension Notice, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (without duplication of any materiality qualifier) as provided belowif made on the date of such Extension Notice (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such other date), and subject to satisfaction of each of (iii) the following conditions:
(a) Administrative Agent shall have received written notice a certificate, dated as of Borrower’s election to exercise the date of the Extension Option at least thirty Notice, signed by the Chief Executive Officer, President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (30i) but no more than one hundred twenty and (120ii) days before the Maturity Date of this paragraph (as then in effecta).
(b) There The effectiveness of any Extension shall exist no Default require the prior written consent of not less than the Required Lenders. The Administrative Agent shall promptly furnish a copy of the Extension Notice to each Lender, and shall request that each Lender either agree to such extension or Event not agree thereto within 20 days of Default delivery to such Lender of the Extension Notice; provided that any Lender that does not advise the Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed to be a Non-Consenting Lender as defined below. The decision to agree or withhold agreement to any Extension hereunder shall be at the time Borrower elects sole discretion of each Lender. If Lenders constituting not less than the Required Lenders shall have agreed to exercise the Extension Option or at extend the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreementon or before the 20th day after the date of the Extension Notice, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effectthen, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date anniversary of the extension, an additional non-refundable commitment fee in the amount of 0.20% Effective Date immediately after delivery of the Aggregate Commitments Extension Notice, the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the Existing Maturity Date. The Commitment of any Lender that has declined to agree to any requested Extension (a “Non-Consenting Lender”) shall terminate on the Maturity Date in effect prior to giving effect to any such Extension (the “Extension Fee”) in consideration for their Commitment until the extended Existing Maturity Date”), which Extension Fee and the principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable not later than on the Existing Maturity Date and such Lender shall be released from its participation in then outstanding Letters of Credit effective on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, (i) the Borrower shall have the right, pursuant to Section 2.19(b), to replace a Non-Consenting Lender with a Lender or other financial institution that will agree to an Extension and (ii) the Borrower shall have the right, any time prior to the effective date of any Extension, to withdraw its request for an extension of the Maturity Date in effect immediately prior by written notice to the delivery by Borrower Administrative Agent, in which case the Commitments of all the notice of its exercise of Lenders will terminate on the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Existing Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Sysco Corp)
Extension of Maturity Date. (a) The Borrower shall have has requested the option (the “Extension Option”) ability to extend the Loans by extending Maturity Date. The Borrower acknowledges and agrees that the Banks have no agreement or obligation to extend the Maturity Date. Notwithstanding the foregoing, the Borrower may request that the Banks extend the Maturity Date for a one-by one (1) year period from and after to May 30, 2000. If the initial Borrower desires to request that the Maturity Date be extended to such date, the Borrower shall deliver written notice of August 18, 2012, such request to the Agent not later than the date which is ninety (90) days prior to the then effective Maturity Date (an "Extension Option being exercisable only once as provided below, and subject Request"). The Agent shall promptly provide a copy of such notice to satisfaction of each of the following conditions:
(a) Administrative Banks. The Banks shall notify the Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least within thirty (30) but no more than one hundred twenty days of receipt of such notice from the Agent of such Bank's approval or rejection of the Extension Request. No Extension Request shall be deemed approved unless approved by all of the Banks, which approval may be granted or withheld in each Bank's sole and absolute discretion. In the event that a Bank shall fail to respond in writing to the Agent within such thirty (12030) days before day period, such Bank shall be deemed to have rejected the Maturity Date (as then in effect)Extension Request. The Agent shall promptly notify the Borrower of the responses received from the Banks with respect to the Extension Request.
(b) There In the event that an Extension Request is approved as provided in Section 2.8(a), each and every such approval shall exist be conditioned upon (i) there being no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (outstanding as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery Extension Request or the Maturity Date, (ii) submission of written notice regarding an acceptable Compliance Certificate, (iii) payment of an extension fee determined by the Extension OptionAgent and the Co-Agent, and (iv) satisfaction of such other conditions precedent as may be customarily required by the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation Banks prior to Lenders for their Commitment until the extended effectiveness of any extension of the Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Revolving Credit Agreement (Wellsford Real Properties Inc)
Extension of Maturity Date. The Borrower shall have the option right, which may be exercised one (1) time, to extend the Maturity Date by one twelve-month period (the “Extension OptionPeriod”). The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least sixty (60) days but not more than two hundred (200) days prior to extend the Loans by extending initial Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Maturity Date shall be extended for a oneone twelve-year month period from effective upon receipt by the Administrative Agent of the Extension Request and after payment of the fee referred to in the following clause (iv) (which fee shall be due and payable on or before the initial Maturity Date then being extended and as a condition to such extension): (i) immediately prior to the date of August 18such extension on the initial Maturity Date and immediately after giving effect thereto, 2012, such Extension Option being exercisable only once as provided below(x) no Default or Event of Default shall exist, and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to satisfaction concepts of each materiality) on and as of the following conditions:
date of such extension with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (ain which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date), (ii) unless otherwise agreed by the Administrative Agent, the Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option received, at least thirty (30) but no more than one hundred twenty (120) days before prior to the initial Maturity Date (or such shorter period as then agreed to in effectwriting by the Administrative Agent).
(b) There shall exist no Default or Event of Default at , an updated Appraisal for any Borrowing Base Property for which the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries Appraisal previously delivered to the Administrative Agent are still in force and effect, without modification, except is dated more than twelve (12) months prior to the extent such changes are (i) permitted under date of the terms of this AgreementExtension Request, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agenthave delivered, for a pro forma Compliance Certificate evidencing compliance with the benefit of each Lender covenants set forth in accordance with its Applicable Percentage Sections 10.1 (including Section 10.1(1)(b)) through 10.4, including that the Fixed Charge Coverage Ratio as of the effective most recently ended fiscal quarter (calculated on a pro forma basis to include (x) any Indebtedness incurred after such fiscal quarter-end and (y) the Consolidated EBITDA for Real Estate Assets acquired after such fiscal quarter end, in each case in a manner satisfactory to the Administrative Agent) was at least equal to 1.15 to 1.00), and (iv) the Borrower shall have paid the Fees payable under Section 3.6(c). On the date of delivery of the Extension Request and immediately prior to the effectiveness of the extension, an additional non-refundable commitment fee the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the amount of 0.20% of the Aggregate Commitments immediately preceding clauses (the “Extension Fee”i)(x) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date(i)(y).
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (HC Government Realty Trust, Inc.)
Extension of Maturity Date. Borrower shall So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have the option occurred without giving effect to such request (such date, the “Extension OptionEffective Date”) to ), Borrowers may on one occasion extend the Loans by extending the Stated Maturity Date for to a one-date that is not later than one (1) year period from and after the initial applicable original Stated Maturity Date of August 18Date, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditionsupon:
(a) delivery of a Facility Extension Request to Administrative Agent shall have received written notice of Borrower’s election to exercise and the Extension Option Lenders at least thirty (30) days but no more than ninety (90) days, prior to the Stated Maturity Date;
(b) delivery to Administrative Agent and the Lenders of an Officer's Certificate, dated as of the Extension Effective Date, certifying that (i) all representations and warranties of Borrowers set forth in this Agreement shall be true and correct in all material respects as of the date on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such representations and warranties were made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (ii) no Default or Event of Default has occurred and is continuing on the Extension Effective Date or after giving effect to any extension of the Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, support the determinations made in clauses (c) through (f), below;
(c) the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall equal or exceed 1.5 to 1.0, as evidenced by an Officer's Certificate delivered by Borrowers to Administrative Agent and the Lenders with supporting calculations, dated as of the Extension Effective Date;
(d) the Loan to Value Ratio for the Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals prepared no more than one hundred twenty (120) days before prior to the Maturity proposed Extension Effective Date (as then in effectand after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%).;
(be) There (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries shall exist no Default equal or Event exceed (y) the sum of Default at (A) the time Borrower elects aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to exercise the extent applicable, the outstanding principal amount of the Senior Secured Notes) that matures within one year of the Extension Option Effective Date, and (B) the aggregate amount of preferred, convertible or at other securities of FelCor Trust and its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Maturity Date (as then in effect).Extension Effective Date;
(cf) Borrower and each Guarantor Subsidiary the Loan Parties shall have executed and delivered continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture 2012;
(g) payment to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower benefit of the Lenders of a facility extension fee equal to three-tenths of one percent (0.30%) of the Aggregate Commitments as of the applicable Extension Effective Date (after giving effect to any permanent reduction of the Aggregate Commitments being made in connection with such Extension);
(h) payment by Borrowers of all other reasonable fees and Guarantor Subsidiaries previously delivered expenses to Administrative Agent are still in force and effect, without modification, except the Lenders to the extent such changes are then due as of the applicable Extension Effective Date; and
(i) permitted under execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the terms Title Policies (including “datedown” endorsements) and amendment to any Mortgages of this Agreementthe remaining Collateral Properties to reflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, (ii) modifications including any additional mortgage tax, in connection therewith). The Extension shall be evidenced by delivery of a ministerial nature, or (iii) otherwise approved by written confirmation of the Required Lenders, and such other documents as are reasonably requested same by Administrative Agent to properly document the extension.
(d) Borrower Borrowers. In no event shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Optionoccur later than June 18, 2017. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended termterm of the Loans, all terms and conditions of the Loan Documents (including but not limited to interest rates and paymentsother than the original Stated Maturity Date) pertaining to the Loans shall continue to apply; provided, however, except that Borrowers shall have no further right to extend the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveLoans after the Extension.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election The Borrower may from time to exercise the Extension Option at least thirty time (30) but no more than one hundred twenty (120) days before twice over the life of this Agreement), pursuant to the provisions of this Section 2.19, with the approval of the Majority Lenders, extend the Scheduled Maturity Date applicable to the Commitments of consenting Lenders and LC Commitments of consenting LC Issuers for up to two (2) years in the aggregate for all such extensions (each such extension, an “Extension”) pursuant to an Extension Notice. In connection with each Extension, the Borrower will provide written notification (each an “Extension Notice”) to the Administrative Agent (for distribution to the Lenders and LC Issuers), no later than 30 days (or such shorter period as then in effect)Administrative Agent may agree) prior to the Scheduled Maturity Date, of the requested new maturity date for the Commitments and LC Commitments (each an “Extended Maturity Date”) and the due date for Lender and LC Issuer responses. The Commitment of any Lender or LC Issuer shall not be extended without the consent of such Lender or LC Issuer.
(b) There Each Extension shall exist no Default or Event be subject to the satisfaction of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then conditions set forth in effect)Section 4.02.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered In the event an Extension Notice is given to the Administrative Agent as provided in Section 2.19(a) and the Administrative Agent notifies a modification Lender or an LC Issuer of the contents thereof, such Lender or LC Issuer shall, on or before the day that is 10 days following the date of Administrative Agent’s receipt of said Extension Notice, advise the Administrative Agent in writing whether or not such Lender or LC Issuer consents to the Extension requested thereby. Any Lender or LC Issuer that does not respond to an Extension Notice (referred to herein, collectively, with a Non-Consenting Lender or LC Issuer, as a “Non-Extending Lender”) by the applicable due date shall be deemed to have rejected such Extension. If the Majority Lenders so consent (the “Extending Lenders”) to such Extension, which consent may be withheld in their sole and extension agreementabsolute discretion, confirming that and any and all Non-Extending Lenders are replaced pursuant to paragraph (d) or (e) of this Section 2.19 or repaid pursuant to paragraph (f) of this Section 2.19, then the entity documents Scheduled Maturity Date, and the Commitments and LC Commitments of the Extending Lenders and the Nominees (as defined below) shall be automatically extended for up to two (2) years from the then effective Scheduled Maturity Date (such then effective Scheduled Maturity Date being the “Existing Maturity Date”); provided that, to the extent the aggregate amount of the LC Commitments extended pursuant to this Section 2.19 would exceed the aggregate amount of the Commitments extended pursuant to this Section 2.19 then the aggregate LC Commitments of all of the extending LC Issuers shall be automatically reduced (with respect to such extended periods) on a pro rata basis by an amount equal to such excess. The Administrative Agent shall promptly notify the Borrower and Guarantor Subsidiaries previously delivered all of the Lenders and LC Issuers of each written notice of consent given pursuant to this Section 2.19(c).
(d) In the event the Extending Lenders hold less than 100% of the sum of the aggregate Facility Usage and unused Commitments, the Extending Lenders, or any of them, shall have the right (but not the obligation) to assume all or any portion of the Non-Extending Lenders’ Commitments and/or LC Commitments by giving written notice to the Borrower and the Administrative Agent are still in force of their election to do so on or before the day that is 20 days following the date of Administrative Agent’s receipt of the Extension Notice, which notice shall be irrevocable and effect, without modification, except shall constitute an undertaking to the extent such changes are (i) permitted assume, as of 5:00 p.m., New York City time, on the Existing Maturity Date, all or such portion of the Commitments or LC Commitments of the Non-Extending Lenders, as the case may be, as may be specified in such written notice, and (ii) purchase (without recourse) from the Non-Extending Lenders, at 5:00 p.m., New York City time, on the Existing Maturity Date, the Facility Usage outstanding on the Existing Maturity Date that correspond to the portion of the Commitments and LC Commitments to be so purchased at a price equal to the aggregate outstanding principal amount of the Obligations payable by the Borrower to such Non-Extending Lender plus any accrued but unpaid interest on such Obligations and accrued but unpaid fees or other amounts owing by the Borrower in respect of such Non-Extending Lender's Loans, Commitments and LC Commitments hereunder. Such Commitments, LC Commitments and Facility Usage, or portion thereof, to be assumed and purchased by Extending Lenders shall be allocated by the Administrative Agent among those Extending Lenders who have so elected to assume the same, such allocation to be on a pro rata basis in accordance with the respective Commitments and LC Commitments of such Consenting Lenders as of the Existing Maturity Date (provided, however, in no event shall a Extending Lender be required to assume and purchase an amount or portion of the Commitments or LC Commitments of the Non-Extending Lenders in excess of the amount which such Extending Lender agreed to assume and purchase pursuant to the immediately preceding sentence) or on such other basis as such Extending Lender shall agree. The Administrative Agent shall promptly notify the Borrower and the other Extending Lenders in the event it receives any notice from a Extending Lender pursuant to this Section 2.19(d).
(e) In the event that the Extending Lenders shall not elect as provided in Section 2.19(d) to assume and purchase all of the Non-Extending Lenders’ Commitments, LC Commitments and Facility Usages, the Borrower may designate, by written notice to the Administrative Agent and the Extending Lenders given on or before the day that is 30 days following the date of Administrative Agent’s receipt of the Extension Notice, one or more assignees not party to this Agreement acceptable to the Administrative Agent and the LC Issuer (individually, a “Nominee” and collectively, the “Nominees”) to assume all or any portion of the Non-Extending Lenders’ Commitments and LC Commitments not to be assumed by the Extending Lenders and to purchase (without recourse) from the Non-Extending Lenders all Obligations and Lender Hedging Obligations outstanding at 5:00 p.m., New York City time, on the Existing Maturity Date that corresponds to the portion of the Commitments and LC Commitments so to be assumed at the price specified in Section 2.19(d). Each assumption and purchase under this Section 2.19(e) shall be effective as of 5:00 p.m., New York City time, on the Existing Maturity Date when each of the following conditions has been satisfied in a manner satisfactory to the Administrative Agent:
(i) each Nominee and the Non-Extending Lenders have executed an Assignment and Assumption pursuant to which such Nominee shall (A) assume in writing its share of the obligations of the Non-Extending Lenders hereunder, including its share of the Commitments and LC Commitments of the Non-Extending Lenders and (B) agree to be bound as a Lender by the terms of this Agreement, ;
(ii) modifications of a ministerial nature, or each Nominee shall have completed and delivered to the Administrative Agent an Administrative Questionnaire; and
(iii) such assignment and purchase shall otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance comply with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereofSection 10.06.
(f) During If all of the extended termCommitments and LC Commitments of the Non-Extending Lenders are not replaced on or before the Existing Maturity Date applicable to such Non-Extending Lenders, then, at the Borrower’s option, either (i) all Commitments and LC Commitments shall terminate on the Existing Maturity Date and the Borrower shall fully repay on the Existing Maturity Date the Loans and LC Obligations (including, without limitation, all terms accrued and conditions unpaid interest); or (ii) the Borrower shall give prompt notice of termination on the Existing Maturity Date applicable to such Non-Extending Lenders of the Loan Documents (including but Commitments and LC Commitments of each Non-Extending Lender not limited to interest rates and payments) pertaining so replaced to the Administrative Agent, and shall fully repay on the Existing Maturity Date applicable to such Non-Extending Lenders the outstanding principal amount of all Loans and other Obligations (including, without limitation, all accrued and unpaid interest, fees and other amounts), if any, of such Non-Extending Lenders, which shall continue reduce the aggregate Commitments and LC Commitments accordingly (to applythe extent not assumed), and the Existing Maturity Date shall be extended in accordance with this Section 2.19 for the remaining Commitments and LC Commitments of the Extending Lenders; provided, however, that the term “Maturity Date” and all references Majority Lenders have consented to such term in this Agreement and extension pursuant to Section 2.19(c). Following the other Loan Documents shall mean and refer to the extended Existing Maturity Date which applicable to such Non-Extending Lenders, the Non-Extending Lenders shall be one year from the Maturity Date as then have no further obligations under this Agreement, including, without limitation, that such Non-Extending Lenders shall have no obligation to purchase participations in effect. Table Letters of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveCredit.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by sending an Extension Letter to the Administrative Agent (in which case the Administrative Agent shall have promptly deliver a copy to each of the option Lenders), during any period commencing 60 days prior to any anniversary of the Effective Date and ending 30 days prior to such anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the date that is one year following the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not more than 20 days after the date of the Extension Letter (the “Extension OptionNotice Date”) ), advise the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Loans Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise the Administrative Agent by extending the Maturity Date for a one-year period from and 20th day after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each date of the following conditions:
(a) Extension Letter shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall have received written notice notify the Borrower of Borrowereach Lender’s election to exercise determination (or deemed determination) under this Section 2.14(a) within three Business Days after the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect)Notice Date.
(b) There Subject to the conditions set forth or referred to in paragraphs (c) and (d) below, the Borrower shall exist no Default have the right on or Event of Default at the time Borrower elects to exercise the Extension Option or at before the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except effect prior to the extent such changes are requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (iexcept as to title and the absence of Liens created by it) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with and subject to the restrictions contained in Section 10.04) all its Applicable Percentage as of interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the effective date of Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (w) such Additional Commitment Lender shall have agreed to extend the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be due subject to the approval of the Administrative Agent and payable the Borrower (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.
(c) If (and only if) the total Commitments of the Lenders that have agreed so to extend the Maturity Date and the additional Commitments of the Additional Commitment Lenders shall, in the aggregate, be more than 50% of the aggregate amount of Commitments in effect immediately prior to the delivery by Borrower date of extension of the notice Maturity Date (the “Extension Date”), then the Maturity Date applicable to the Lenders that shall so have agreed and the Additional Commitment Lenders shall be the date that is one year following the current Maturity Date and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of its exercise this Agreement. In the event of such extension, and notwithstanding anything herein to the contrary, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Extension Option. As Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.
(d) Notwithstanding the foregoing, no extension of the date Maturity Date shall become effective unless, on the Extension Date the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the Extension Date) and the Administrative Agent shall have received a certificate to that effect dated such Extension Date and executed by the chief financial officer of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expensesMaturity Date may not be extended more than two times during the term of this Agreement (and, including reasonable attorneys’ feesfor the avoidance of doubt, incurred in connection with such extension and the documentation thereofMaturity Date may only be extended for a maximum of two additional one-year periods).
(f) During the extended term, all terms and conditions If as a result of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from any extension of the Maturity Date as then in effect. Table of Contents All references accordance with this Section 2.14 there is more than one Maturity Date in effect at any time, the Borrower and the Administrative Agent may make such amendments to this Agreement or any other Loan Document as may be necessary to ensure the exercise of the Extension Option shall be deemed to refer to satisfaction pro rata treatment in respect of all conditions set forth aboveBorrowings and Loans hereunder.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have By written notice to the option (the “Extension Option”) to extend the Loans by extending Administrative Agent not earlier than 90 days nor later than 25 days before the Maturity Date for a one-year period from and specified in clause (a) of the definition of the term "Maturity Date" (the "Original Maturity Date"), the Borrower may, with the written consent, in its sole discretion, of Kimco, extend the Maturity Date to the date that is six months after the initial Original Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and (the "First Extended Maturity Date") subject to satisfaction of each of the following conditions:
Extension Conditions. In addition, the Borrower, at its option, (av) may elect to extend the First Extended Maturity Date by an additional six months (the "Second Extended Maturity Date") by providing written notice to the Administrative Agent not earlier than 90 days nor later than 25 days before the First Extended Maturity Date subject to satisfaction of each of the Extension Conditions; (w) may elect to extend the Second Extended Maturity Date by an additional six months (the "Third Extended Maturity Date") by providing written notice to the Administrative Agent not earlier than 90 days nor later than 25 days before the Second Extended Maturity Date subject to satisfaction of each of the Extension Conditions; (x) may elect to extend the Third Extended Maturity Date by an additional six months (the "Fourth Extended Maturity Date") by providing written notice to the Administrative Agent not earlier than 90 days nor later than 25 days before the Third Extended Maturity Date subject to satisfaction of each of the Extension Conditions; (y) may elect to extend the Fourth Extended Maturity Date by an additional six months (the "Fifth Extended Maturity Date") by providing written notice to the Administrative Agent not earlier than 90 days nor later than 25 days before the Fourth Extended Maturity Date subject to satisfaction of each of the Extension Conditions; and (z) may elect to extend the Fifth Extended Maturity Date by an additional six months (the "Sixth Extended Maturity Date") by providing written notice to the Administrative Agent not earlier than 90 days nor later than 25 days before the Fifth Extended Maturity Date subject to satisfaction of each of the Extension Conditions. Each written notice requesting an extension under this Section 2.14 shall constitute a representation and warranty by the Borrower as of the date such notice is given and as of the applicable extension date that the Extension Conditions required to be satisfied as of such date (as set forth in the definition of "Extension Conditions") have been satisfied, and shall be accompanied by a certificate of a Responsible Officer of the Borrower to such effect. The Administrative Agent shall have received written notice promptly notify the Lenders of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent any such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. After October 17, 2023, the Borrower shall have may, on one occasion during the option (the “Extension Option”) to extend the Loans by extending term of this Agreement, request an extension of the Maturity Date for a an additional one-year period from and after by submitting a request for extension (an “Extension Request”) to the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent (which shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30promptly advise each Lender) but no not more than one hundred twenty (120) 75 days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects less than 30 days prior to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments proposed extension (the “Extension FeeEffective Date”) in consideration for their Commitment until the extended Maturity Date). In response to such request, which Extension Fee shall be due and payable each Lender shall, 766170599 11074672 31 ALLETE CREDIT AGREEMENT not later than the Maturity Date in effect immediately 20 days prior to the delivery by Borrower of applicable Extension Effective Date, notify the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs whether it is willing (in its sole and expenses, including reasonable attorneys’ fees, incurred in connection with complete discretion) to extend the scheduled Maturity Date for an additional one-year period (and any Lender that fails to give such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining notice to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option Administrative Agent shall be deemed to refer have elected not to satisfaction extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 15 days prior to such Extension Effective Date. If Lenders holding more than 50% of the Commitments elect to extend the scheduled Maturity Date, then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) no Default exists on such Extension Effective Date and (ii) all conditions set forth aboverepresentations and warranties are true and correct on such Extension Effective Date, as though made as of such Extension Effective 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). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) will have its Commitment terminated on the then existing scheduled Maturity Date (without regard to any extension by other Lenders). The Borrower may, at its sole expense and effort, upon notice to any Declining Lender and the Administrative Agent, require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an Eligible Assignee selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally).
Appears in 1 contract
Extension of Maturity Date. Borrower (a) The Company may, by notice to the Administrative Agent (which shall have promptly notify the option Lenders) not earlier than 60 days and not later than 30 days prior to each of the first and/or second anniversary of the Amendment Effective Date (the each, an “Extension OptionAnniversary Date”) to ), request that each Lender extend the Loans by extending the such Lender’s Scheduled Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than an additional one hundred twenty (120) days before the Maturity Date (as then in effect)year.
(b) There Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given at least 20 days prior to the applicable Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension, and each Lender that elects not to so extend its Scheduled Maturity Date (or fails to so advise the Administration within the period specified above) shall exist be a “Non-Extending Lender”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) The Administrative Agent shall notify the Company of each Lender’s determination under this Section 2.20 no later than 15 days prior to the applicable Anniversary Date.
(d) The Company, after notice to the Administrative Agent and the applicable Non-Extending Lender, shall have the right, at its sole expense and effort, to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 9.12; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the applicable Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).
(e) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Scheduled Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Scheduled Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended for an additional one year, and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the applicable Anniversary 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 (B) no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect)exists.
(cg) Borrower and On the Scheduled Maturity Date for each Guarantor Subsidiary Non-Extending Lender, the Borrowers shall have executed and delivered pay all outstanding obligations owed to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionNon-Extending Lender hereunder.
(dh) Borrower This Section 2.20 shall pay to Administrative Agent, for the benefit of each Lender supersede any provisions in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior Section 2.14 or 9.01 to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datecontrary.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Pentair Inc)
Extension of Maturity Date. Borrower shall have the option two (the “Extension Option”2) successive options to extend the Loans by extending scheduled Maturity Date of the Loan to the Monthly Payment Date in the month containing the one-year anniversary of the Maturity Date for a one-year as theretofore in effect (the period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent shall have received written notice of Borrower’s election to exercise such extension on or before the Extension Option at least date that is thirty (30) but no more than one hundred twenty (120) days before prior to the then applicable Maturity Date (but in no event more than ninety (90) days in advance of the applicable Maturity Date). The Maturity Date shall be extended pursuant to Borrower’s notice as then in effect).
aforesaid, provided that the following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (bi) There shall exist no Default or Event of Default shall be in existence either at the time Borrower elects to exercise of Borrower’s notice or on the Extension Option or at the then applicable Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this AgreementDate, (ii) modifications Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a ministerial naturenew Assignment of Rate Protection Agreement, or (iii) otherwise approved the Debt Yield (calculated by Agent not less than ten (10) days prior to the Required Lendersthen applicable Maturity Date) shall not be less than eight and one-half percent (8.5%) for the first Extension Term or nine percent (9%) for the second Extension Term, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(div) Borrower shall pay to Administrative Agent, for the benefit of each Lender an extension fee in accordance with its Applicable Percentage as an amount equal to one quarter percent (0.25%) of the effective date then outstanding principal balance of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not Loan no later than the Maturity Date in effect immediately Business Day prior to the delivery by Borrower first day of the notice of its exercise applicable Extension Term, (v) the term of the Extension Option. As Mezzanine Loan shall be extended to be co-terminus with the Loan, and (vi) Borrower has paid all of the date of the BorrowerLender’s delivery of written notice regarding the Extension Optionreasonable, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 2.3.3 and under the Mezzanine Loan Agreement, then Borrower shall have the right to partially prepay the Loan and the documentation thereof.
Mezzanine Loan pro rata by the amount necessary such that the applicable Debt Yield threshold is satisfied, provided (fi) During with respect to the extended termLoan, all terms and conditions (A) no Spread Maintenance Premium shall be due in connection with any such prepayment of the Loan Documents and (including but not limited to interest rates and paymentsB) pertaining such prepayment shall be subject to the Loans shall continue to apply; provided, however, that the term “Maturity Date” terms and all references to such term in this Agreement provisions of Section 2.4.1 below (other than those restricting partial prepayments) and the other Loan Documents shall mean and refer (ii) with respect to the extended Maturity Date which Mezzanine Loan, (A) no Spread Maintenance Premium (as defined in the Mezzanine Loan Agreement) shall be one year from due in connection with any such prepayment of the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Mezzanine Loan Document and (B) such prepayment shall be subject to the exercise terms and provisions of Section 2.4.1 of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveMezzanine Loan Agreement (other than those restricting partial prepayments).
Appears in 1 contract
Sources: Loan Agreement (Black Creek Diversified Property Fund Inc.)
Extension of Maturity Date. The Borrower shall have the option right, but not the obligation, to request an extension of the Maturity Date then in effect (the “Extension OptionExisting Maturity Date”) to extend the Loans by extending date that is one (1) year after the then Existing Maturity Date for (each a one-year period from and after the initial “Maturity Date Extension”) (provided, that there shall not be more than two (2) Maturity Date Extensions during the term of August 18this Agreement), 2012and, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:conditions precedent, such Maturity Date Extension shall become effective on the applicable Existing Maturity Date (each, an “Extension Effective Date”):
(a) the Borrower shall have delivered a written request for such Maturity Date Extension (a “Maturity Date Extension Request”) to the Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least not less than thirty (30) but no calendar days, and not more than one hundred twenty ninety (12090) days before calendar days, prior to the then-current Maturity Date (as then in effect).Date;
(b) There the Borrower shall exist have delivered to the Administrative Agent a certificate of a Responsible Officer (x) on the date of the Maturity Date Extension Request certifying that as of the date of the Maturity Date Extension Request and (y) on the applicable Extension Effective Date certifying that as of such date both immediately before and immediately after giving effect to such Maturity Date Extension, (i) all representations and warranties of each Credit Party under the Loan Documents shall be true and correct in all material respects (except to the extent that (A) any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the applicable Extension Effective Date, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (B) any such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects); and (ii) no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).shall have occurred and be continuing; and
(c) the Borrower and each Guarantor Subsidiary shall have executed and delivered paid to the Administrative Agent a modification and extension agreement, confirming that on the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Existing Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment an extension fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document distributed to the exercise Lenders based upon their pro rata share of the aggregate principal amount of Loans outstanding on the Extension Option shall be deemed Effective Date) equal to refer to satisfaction the product of all conditions set forth above(x) 1.00% multiplied by (y) the aggregate principal amount of Loans outstanding on the Extension Effective Date.
Appears in 1 contract
Sources: Senior Secured Term Loan Credit Agreement (Berry Corp (Bry))
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election The Company may at any time and from time to exercise the Extension Option at least time not more than ninety (90) days and not less than thirty (30) but no more than one hundred twenty (120) days before prior to the Maturity Date (as then in effecteffect (the “Existing Maturity Date”), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an extension occurs, an “Extension Date”) such Bank’s Maturity Date to the date that is one year after the Existing Maturity Date then in effect for such Bank.
(b) There Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Bank Notice Date”), advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Maturity Date, an “Extending Bank”). Each Bank that determines not to so extend its Maturity Date (a “Non-Extending Bank”) shall exist notify the Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date.
(c) The Agent shall promptly notify the Company of each Bank’s determination under this Section.
(d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Bank”) approved by the Agent in accordance with the procedures provided in Section 4.2, each of which Additional Banks shall have entered into an Assignment Agreement (in accordance with and subject to the restrictions contained in Section 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided, that the Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Banks shall, effective on or before the applicable Maturity Date for such Non-Extending Bank, assume a Loan (and, if any such Additional Bank is already a Bank, its assumed Loan shall be in addition to such Bank’s Loan outstanding hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Company (which notice shall set forth such Bank’s new Maturity Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks.
(e) If (and only if) the total of the Loans of the Banks that have agreed to extend their Maturity Date and the new or increased Loans of any Additional Banks is more than 50% of the aggregate amount of the Loans in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Bank and of each Additional Bank shall be extended to the date that is one year after the then Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than twenty-four (24) months after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.
(f) Notwithstanding the foregoing, (x) no more than one (1) extension of the Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Bank unless:
(i) no Default or Event of Default at shall have occurred and be continuing on the time Borrower elects applicable Extension Date and immediately after giving effect thereto;
(ii) the representations and warranties of the Company set forth in this Agreement are true and correct on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or to exercise the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and
(iii) the Agent shall have received a certificate dated as of the applicable Extension Option Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Company approving or at consenting to such extension.
(g) On the Maturity Date of each Non-Extending Bank, the Company shall repay such Non-Extending Bank in accordance with Section 2.2 (and shall pay to such Non-Extending Bank all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the respective Banks effective as then of such date, and the Agent shall administer any necessary reallocation of the Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in effectthis Agreement).
(ch) Borrower and each Guarantor Subsidiary This Section shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still supersede any provisions in force and effect, without modification, except Section 10.1 or Section 12.11 to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensioncontrary.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have (a) At least 30 days but not more than 90 days prior to any anniversary of the option (Closing Date, but not more than twice prior to the “Extension Option”) Maturityafter the first anniversary of the Closing Date, the Company, by written notice to extend the Loans by extending Administrative Agent, may request an extension of the Maturity Date for a one-in effect at such time by one year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) its then scheduled expiration. The Administrative Agent shall have received written notice promptly notify each Lender of Borrower’s election such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to exercise such anniversary date, notify the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date (as then in effect)at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date.
(b) There shall exist no Default or Event If all the Lenders consent in writing to any such request in accordance with subsection (a) of Default at the time Borrower elects to exercise the Extension Option or at this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date (x) the representations and warranties in Article III shall be true and correct in all material respects (except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (y) no Default shall have occurred and be continuing. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as then at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended for one year as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in effect)accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Administrative Agent a modification and extension agreementshall promptly so notify the Company, confirming that whereupon the entity documents Company may arrange for the Borrower and Guarantor Subsidiaries previously delivered one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to Administrative Agent are still in force and effectassume, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage effective as of the effective date Extension Date, any Non-Consenting Lender’s Commitment and all of the extensionobligations of such Non-Consenting Lender under this Credit Agreement thereafter arising, an additional nonwithout recourse to or warranty by, or expense to, such Non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to applyConsenting Lender; provided, however, that the term “Maturity Date” amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all references other accrued and unpaid amounts owing to such term in this Agreement Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.04(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and the other Loan Documents Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall mean and refer have delivered confirmation in writing satisfactory to the extended Maturity Date which shall be one year from Company and the Maturity Date Administrative Agent as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Administrative Agent any promissory note held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Consenting Lender or Assuming Lender, as of the Extension Option Date, will be substituted for such Non-Consenting Lender under this Credit Agreement and shall be deemed to refer to satisfaction a Lender for all purposes of all conditions set forth abovethis Credit Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than the obligation under Section 8.10) shall, by the provisions hereof, be released and discharged.
Appears in 1 contract
Sources: Credit Agreement (Medtronic PLC)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may at any time from time to exercise the Extension Option at least time not earlier than seventy-five (75) days and not less than thirty (30) but no more days prior to each anniversary of the Amendment No. 3 Effective Date (other than the Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date to the date that is one hundred twenty (120) days before year after the Maturity Date (as then in effecteffect for such Lender (the “Existing Maturity Date”).
(b) There shall exist no Default Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days, or Event of Default at such later date as agreed to by the time Borrower elects Administrative Agent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, after the date on which the Administrative Agent received ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to exercise the Extension Option or at the such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Maturity Date (as then a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in effectany event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International for extension of the Maturity Date.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit promptly notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the BorrowerLender’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datedetermination under this Section.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Extension of Maturity Date. Borrower shall have (a) At least 45 days but not more than 60 days prior to any anniversary of the option (Closing Date, the “Extension Option”) Company, by written notice to extend the Loans by extending Administrative Agent, may request an extension of the Maturity Date for a one-in effect at such time by one year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) its then scheduled expiration. The Administrative Agent shall have received written notice promptly notify each Lender of Borrower’s election such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to exercise such anniversary date, notify the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date (as then in effect)at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date.
(b) There shall exist no Default or Event If all the Lenders consent in writing to any such request in accordance with subsection (a) of Default at the time Borrower elects to exercise the Extension Option or at this Section 2.13, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.13, the Maturity Date in effect at such time shall, effective as then at the applicable Extension Date and subject to subsection (d) of this Section 2.13, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.13 and the Commitment of such Lender is not assumed in effect)accordance with subsection (c) of this Section 2.13 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Article III, and its obligations under Section 9.06, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.13, the Administrative Agent a modification and extension agreement, confirming that shall promptly so notify the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Consenting Lenders, and such other documents as are reasonably requested by each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit Extension Date of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Aggregate Commitments (of the “Extension Fee”) in consideration for their Commitment until the extended Maturity DateNon-Consenting Lenders, which Extension Fee such Commitments shall be due and payable not later than allocated among the Maturity Date Consenting Lenders willing to accept such assignments in effect immediately prior to such amounts as are agreed between the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension Company and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.Administrative
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
Extension of Maturity Date. (a) The Borrower may, by written notice to the Administrative Agent (who shall have promptly notify the option Lenders), at any time following the Restatement Effective Date but on no more than two (2) occasions during the “Extension Option”) to term of this Agreement, request that each Lender extend the Loans by extending the such Lender’s Maturity Date for a one-period of one (1) year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effecteffect hereunder (the “Existing Maturity Date”); provided that the Maturity Date, after giving effect to any such extension, shall not be later than five (5) years after the effective date of such extension (the effective date of such extension being referred to as the “Extension Date”).
(b) There shall exist no Default or Event of Default at Each Lender, acting in its sole and individual discretion, shall, by notice to the time Borrower elects Administrative Agent given in writing not later than fifteen (15) days prior to exercise the Extension Option or at Date (the date that is fifteen (15) days prior to the Extension Date being the “Notice Date”), advise the Administrative Agent if such Lender accepts the extension request from the Borrower (and each Lender that determines not to so extend its Maturity Date (as then each, a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination and in effect)any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for shall notify the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except of each Lender’s determination under this Section 2.23 no later than the date that is ten (10) days prior to the extent Extension Date (or, if such changes are (i) permitted under date is not a Business Day, on the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionnext preceding Business Day).
(d) The Borrower shall pay have the right on or before the Extension Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent, for the benefit Swingline Lender and the Issuing Lenders (which approvals shall not be unreasonably withheld, conditioned or delayed), each of each which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender in accordance with its Applicable Percentage shall, effective as of the effective date Extension Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).
(e) If (and only if) the total of the extension, an Commitments of the Lenders that have agreed to extend their Maturity Date and the additional non-refundable commitment fee in Commitments of the amount of 0.20Additional Commitment Lenders shall be more than 50% of the Aggregate aggregate amount of the Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise Extension Date, then, effective as of the Extension Option. As Date, the Maturity Date of each extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveCredit Documents.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than 30 days and not more than 45 days prior to the Commitment Termination Date then in effect hereunder (the "Existing Termination Date"), request that the Banks extend the Commitment Termination Date for an additional 364 days from the Existing Termination Date. Each Bank, acting in its sole discretion, shall, by notice to the Administrative Agent given not more than 30 days and not less than the date (the "Consent Date") 20 days prior to the Existing Termination Date, advise the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent prior to the Consent Date, such consent shall be revocable until the Consent Date, whereupon it will become irrevocable; and provided, further, that each Bank that determines not to extend the Existing Termination Date (a "Non-Extending Bank") shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Administrative Agent on or before the Consent Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension (such Credit Agreement a Bank being herein called an "Extending Bank") shall not obligate any other Bank to so agree. Each Extending Bank shall have the option (right to increase its Commitment pro rata in accordance with the “Extension Option”) Commitments of all the Extending Banks who are prepared to extend so increase their Commitments, up to an amount equal to the Loans aggregate amount of the Commitments represented by extending the Maturity Date for a oneNon-year period from and after the initial Maturity Date Extending Banks. The Commitment of August 18, 2012, such Extension Option being exercisable only once each Extending Bank that chooses to increase its Commitment as provided below, and subject to satisfaction of each of the following conditions:
for in this paragraph (a) shall be automatically increased on the date the Existing Termination Date is extended. The Administrative Agent shall have received written notice notify the Borrower of Borrower’s election the decisions of the Banks and the amount the increase, if any, of any Extending Bank's Commitment not less than the date (the "Determination Date") 15 days prior to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect)Existing Termination Date.
(b) There Subject to paragraph (c) of this Section (and subject to the right of the Extending Banks to increase their Commitments in accordance with paragraph (a) above), the Borrower shall exist no Default have the right during the period commencing on the Consent Date and ending on the Determination Date to replace such Non-Extending Bank, up to an amount equal to the aggregate amount of the Commitments of the Non-Extending Banks, with, and add to this Agreement, one or Event more new banks (each, an "Additional Commitment Bank") with the approval of Default at the time Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall enter into an agreement in form and substance satisfactory to the Borrower elects and the Administrative Agent pursuant to exercise which such Additional Commitment Bank shall, effective as of the Extension Option or at the Maturity Date (as then in effect)Existing Termination Date, undertake a Commitment.
(c) Borrower If (and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are only if) (i) permitted under the terms aggregate amount of this Agreement, (ii) modifications the Commitments of a ministerial nature, or (iii) otherwise approved by the Required Lenders, Banks and such other documents as are reasonably requested by Administrative Agent the Additional Commitment Banks that have agreed to properly document so extend the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage Commitment Termination Date as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20Determination Date shall be more than 50% of the Aggregate aggregate amount of the Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Consent Date, and (ii) the Borrower shall agree in writing, then, effective as of the notice Existing Termination Date, the Commitment Termination Date shall be extended to the date falling 364 days after the Existing Termination Date (provided that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of its exercise this Agreement. Notwithstanding the foregoing, the extension of the Extension Option. As Existing Termination Date shall not be effective with respect to any Bank unless:
(i) no Default shall have occurred and be continuing on each of the date of the Borrower’s delivery notice requesting such extension, on the Consent Date and on the Existing Termination Date;
(ii) each of written the representations and warranties made by the Borrower in Article IV (including without limitation Section 4.01(b)) shall be true and complete on and as of each of the date of the notice regarding the Extension Optionrequesting such extension, the Extension Fee will Consent Date and the Existing Termination Date with the same force and effect as if made on and as of such Credit Agreement date (or, if any such representation or warranty is expressly stated to have been earned made as of a specific date, as of such specific date); and
(iii) each Non-Extending Bank shall have been paid in full and be a bona fide commitment fee intended by the Borrower all amounts owing to such Bank hereunder on or before the Existing Termination Date. Even if the Commitment Termination Date is extended as reasonable compensation to Lenders for their aforesaid, the Commitment until of each Non-Extending Bank shall terminate on the extended Maturity Existing Termination Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Borrower shall So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have the option occurred without giving effect to such request (such date, the “Extension OptionEffective Date”) to ), Borrowers may on one occasion extend the Loans by extending the Stated Maturity Date for to a one-date that is not later than one (1) year period from and after the initial applicable original Stated Maturity Date of August 18Date, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditionsupon:
(a) delivery of a Facility Extension Request to Administrative Agent shall have received written notice of Borrower’s election to exercise and the Extension Option Lenders at least thirty (30) days but no more than one hundred twenty ninety (12090) days before days, prior to the Stated Maturity Date (as then in effect).Date;
(b) There delivery to Administrative Agent and the Lenders of an Officer's Certificate, dated as of the Extension Effective Date, certifying that (i) all representations and warranties of Borrowers set forth in this Agreement shall exist be true and correct in all material respects as of the date on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such representations and warranties were made as of a specified date, in which case such representation and warranty shall have been true and correct as of such specified date; (ii) no Default or Event of Default at the time Borrower elects to exercise has occurred and is continuing on the Extension Option Effective Date or at after giving effect to any extension of the Stated Maturity Date on such date; and (as then iii) the calculations attached, and made in effectreasonable detail, support the determinations made in clauses (c) through (f)., below;
(c) Borrower and each Guarantor Subsidiary the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall have executed and equal or exceed 1.5 to 1.0, as evidenced by an Officer's Certificate delivered by Borrowers to Administrative Agent a modification and extension agreementthe Lenders with supporting calculations, confirming that dated as of the entity documents Extension Effective Date;
(d) the Loan to Value Ratio for the Borrower Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals obtained no more than ninety (90) days prior to the proposed Extension Effective Date (and Guarantor after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%);
(e) (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries previously delivered shall equal or exceed (y) the sum of (A) the aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to the extent applicable, the outstanding principal amount of the Senior Secured Notes) that matures within one year of the Extension Effective Date, and (B) the aggregate amount of preferred, convertible or other securities of FelCor Trust and its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Extension Effective Date;
(f) the Loan Parties shall continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture;
(g) payment to Administrative Agent are still for the benefit of Lenders of a facility extension fee equal to one half of one percent (0.50%) of the Aggregate Commitments as of the applicable Extension Effective Date (after giving effect to any permanent reduction of the Aggregate Commitments being made in force connection with such Extension);
(h) payment by Borrowers of all other reasonable fees and effect, without modification, except expenses to Administrative Agent and the Lenders to the extent such changes are then due as of the applicable Extension Effective Date; and
(i) permitted under execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the terms Title Policies (including “datedown” endorsements) and amendment to any Mortgages of this Agreementthe remaining Collateral Properties to reflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, (ii) modifications including any additional mortgage tax, in connection therewith). The Extension shall be evidenced by delivery of a ministerial nature, or (iii) otherwise approved by written confirmation of the Required Lenders, and such other documents as are reasonably requested same by Administrative Agent to properly document the extension.
(d) Borrower Borrowers. In no event shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Optionoccur later than August 1, 2015. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended termterm of the Loans, all terms and conditions of the Loan Documents (including but not limited to interest rates and paymentsother than the original Stated Maturity Date) pertaining to the Loans shall continue to apply; provided, however, except that Borrowers shall have no further right to extend the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth aboveLoans after the Extension.
Appears in 1 contract
Sources: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Extension of Maturity Date. (a) The Borrower may, by notice to the Administrative Agent (which shall have promptly notify the option Lenders), request up to two (2) one-year extensions of the “Extension Option”Maturity Date, each such request to be given not less than sixty (60) days prior to extend the Loans by extending the Maturity Date for then in effect (the "Existing Maturity Date"). Such request shall be accompanied by a one-year period from and after certificate, signed by the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each chief executive officer or the chief financial officer of the following conditions:
Borrower, in form reasonably satisfactory to the Administrative Agent, certifying on behalf of the Borrower that (aA) Administrative Agent shall have received written notice all representations and warranties of Borrower’s election to exercise the Extension Option at least thirty Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the date of request and (30B) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at has occurred and is continuing.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the time Borrower elects Administrative Agent given not less than thirty (30) days prior to exercise the Extension Option or at Existing Maturity Date, elect to either extend the Existing Maturity Date as provide in SECTION 2.20(a) or decline to agree to such extension (as then in effectany Lender that does not so advise shall be deemed to have declined to extend the Existing Maturity Date). The election of any Lender to agree to any such extension shall not obligate any other Lender to so agree.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for shall notify the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except writing of each Lender's determination under this SECTION 2.20 no later than the date fifteen (15) days prior to the extent Existing Maturity Date (or, if such changes are (i) permitted under date is not a Business Day, on the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionnext preceding Business Day).
(d) Borrower If (and only if) each of the Lenders shall pay have agreed so to Administrative Agentextend the Existing Maturity Date, for the benefit of each Lender in accordance with its Applicable Percentage then, effective as of the effective Existing Maturity Date (provided that no Default or Event of Default has occurred and is continuing as of such date of both before and after giving effect to the requested extension), an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior shall be extended to the delivery by Borrower first anniversary of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Existing Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have the option two (the “Extension Option”2) successive options to extend the Loans by extending scheduled Maturity Date of the Loan to the Monthly Payment Date in the month containing the one-year anniversary of the Maturity Date for a one-year as theretofore in effect (the period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent shall have received written notice of Borrower’s election to exercise such extension on or before the Extension Option at least date that is thirty (30) but no more than one hundred twenty (120) days before prior to the then applicable Maturity Date (but in no event more than ninety (90) days in advance of the applicable Maturity Date). The Maturity Date shall be extended pursuant to Borrower’s notice as then in effect).
aforesaid, provided that the following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (bi) There shall exist no Default or Event of Default shall be in existence either at the time Borrower elects to exercise of Borrower’s notice or on the Extension Option or at the then applicable Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this AgreementDate, (ii) modifications Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a ministerial naturenew Assignment of Rate Protection Agreement, or (iii) otherwise approved the Debt Yield (calculated by Agent not less than ten (10) days prior to the Required Lendersthen applicable Maturity Date) shall not be less than eight and one-half percent (8.5%)] for the first Extension Term or nine percent (9%) for the second Extension Term, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(div) Borrower shall pay to Administrative Agent, for the benefit of each Lender an extension fee in accordance with its Applicable Percentage as an amount equal to one quarter percent (0.25%) of the effective date then outstanding principal balance of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not Loan no later than the Maturity Date in effect immediately Business Day prior to the delivery by Borrower first day of the notice applicable Extension Term, and (v) Borrower has paid all of its exercise of the Extension Option. As of the date of the BorrowerLender’s delivery of written notice regarding the Extension Optionreasonable, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension and option under this Section 2.3.3, then Borrower shall have the documentation thereof.
right to partially prepay the Loan by the amount necessary such that the applicable Debt Yield threshold is satisfied, provided (fA) During the extended term, all terms and conditions no Spread Maintenance Premium shall be due in connection with any such prepayment of the Loan Documents and (including but not limited to interest rates and paymentsB) pertaining such prepayment shall be subject to the Loans shall continue to apply; provided, however, that the term “Maturity Date” terms and all references to such term in this Agreement and the provisions of Section 2.4.1 below (other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovethan those restricting partial prepayments).
Appears in 1 contract
Sources: Loan Agreement (Black Creek Diversified Property Fund Inc.)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”a) Not earlier than ninety (90) days prior to, nor later than sixty (60) days prior to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effect).
, Borrower may request by Requisite Notice made to Administrative Agent (bwho shall promptly notify Lenders) There a one year extension of the Maturity Date. Such request shall exist include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in Section 5 are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default at exists.
(b) If the time Borrower elects to exercise the Extension Option or at statements in such certificate are true and correct, the Maturity Date shall be extended to the same date in the following calendar year, effective as of a date to be determined by Administrative Agent and Borrower (the "Extension Effective Date"), and Administrative Agent shall promptly notify Lenders thereof. On or prior to the Extension Effective Date, Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent: (i) corporate resolutions and incumbency certificates of Borrower and any Guarantor dated as then in effect)of the Extension Effective Date approving such extension, and (ii) new or amended Notes, if requested by any new or affected Lender, evidencing such new or extended Commitments.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that Only two extensions of the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required LendersMaturity Date may be made, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionMaturity Date shall not, in any event, be extended beyond July 31, 2004.
(d) Borrower shall pay to Administrative Agent, for the benefit account of each Lender pro-rata according to its Pro Rata Share, an extension fee equal to (i) in accordance with its Applicable Percentage as the case of the effective date first extension of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior made pursuant to Section 2.13, 0.25% times the delivery by Borrower Outstanding Obligations on the first day of the notice of its exercise new extension period, and (ii) in the case of the Extension Option. As second extension of the date Maturity Date made pursuant to Section 2.13, 0.35% times the Outstanding Obligations on the first day of the Borrower’s delivery new extension period. The extension fee shall be payable on the first day of written notice regarding the Extension Option, new extension period and such extension fees are fully earned on the Extension Fee will have been earned in full date paid. The extension fee paid to each Lender is solely for its own account and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Dateis nonrefundable.
(e) The Borrower This section shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred supercede any provisions in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining Section 10.01 to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth abovecontrary.
Appears in 1 contract
Extension of Maturity Date. Borrower shall have (a) At least 30 days prior to, but not more than 90 days prior to, any anniversary of the option (Effective Date, the “Extension Option”) Borrower, by written notice to extend the Loans by extending Administrative Agent, may request an extension of the Maturity Date for a one-to the date that is one year period from and after the initial then existing Maturity Date of August 18(such existing Maturity Date, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) “Existing Maturity Date”). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not later than 20 days after delivery of such notice by the Administrative Agent to the Lenders, notify the Administrative Agent in writing as to whether such Lender consents to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any such request for extension of the Maturity Date not later than 20 days after the delivery of such notice by the Administrative Agent to the Lenders, such Lender shall be deemed to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of the consents received written notice of with respect to the Borrower’s election request for an extension of the Maturity Date. The Maturity Date may be extended pursuant to exercise the Extension Option at least thirty (30) but this Section 2.20 on no more than one hundred twenty two (1202) days before separate instances during the Maturity Date (as then in effect)term of this Agreement.
(b) There shall exist no Default or Event of Default at If the time Borrower elects Required Lenders consent in writing to exercise the Extension Option or at any such request in accordance with Section 2.20(a), the Maturity Date shall be extended to the date which is one year after the Existing Maturity Date as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as then to any Non-Extending Lender. To the extent that the Maturity Date is not extended as to any Non-Extending Lender pursuant to this Section 2.20 and the Commitment of such Non-Extending Lender is not assigned in effect)accordance with Section 2.20(c) on or prior to the applicable Existing Maturity Date, the Commitment of such Non-Extending Lender shall automatically terminate in whole on such Existing Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided, that such Non-Extending Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 9.03, shall survive such Existing Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date.
(c) If, pursuant to Section 2.20(a), the Borrower requests an extension of the Maturity Date and each Guarantor Subsidiary the Required Lenders consent to such request, then the Borrower may, at any time after the day that is 27 months prior to the Maturity Date in effect at such time, at its sole expense and effort (including payment of any applicable processing and recordation fees), require any Non-Extending Lender, promptly following notice to such Non-Extending Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to a willing assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) unless the assignee is already a Lender, the Borrower shall have executed received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, conditioned or delayed, and delivered (ii) such Non-Extending Lender shall have received payment of an amount equal to Administrative Agent a modification the outstanding principal of its Loans and extension agreementparticipations in LC Disbursements and Swingline Loans, confirming that accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except assignee (to the extent of such changes are outstanding principal and accrued interest and fees) or the Borrower (i) permitted under in the terms case of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such all other documents as are reasonably requested by Administrative Agent to properly document the extensionamounts).
(d) Borrower shall pay If the Required Lenders consent in writing to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as a requested extension of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately one Business Day prior to the delivery by Borrower of applicable Existing Maturity Date, the notice of its exercise of the Extension Option. As of the date of Administrative Agent shall so notify the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During Existing Maturity Date then in effect shall be extended for the extended termadditional one-year period as described in Section 2.20(b), and all terms and conditions of references in the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” shall, solely with respect to the Commitments and all references Revolving Credit Exposure of each Extending Lender and each assignee pursuant to Section 2.20(c) for such term in this Agreement and the other Loan Documents shall mean and extension, refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effectso extended. Table Promptly following the applicable Existing Maturity Date, the Administrative Agent shall notify the Lenders (including each assignee pursuant to Section 2.20(c)) of Contents All references in this Agreement or any other Loan Document to the exercise such extension of the Extension Option applicable Existing Maturity Date and shall be deemed thereupon record in the Register the relevant information with respect to refer to satisfaction of all conditions set forth aboveeach such Extending Lender and each such assignee.
Appears in 1 contract
Sources: Revolving Credit Agreement (Marathon Petroleum Corp)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) to extend the Loans by extending the Maturity Date for a one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may at any time from time to exercise the Extension Option at least time not earlier than seventy-five (75) days and not less than thirty (30) but no more days prior to each anniversary of the Amendment No. 4 Effective Date (other than the Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date to the date that is one hundred twenty (120) days before year after the Maturity Date (as then in effecteffect for such Lender (the “Existing Maturity Date”).
(b) There shall exist no Default Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days, or Event of Default at such later date as agreed to by the time Borrower elects Administrative Agent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, after the date on which the Administrative Agent received ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to exercise the Extension Option or at the such extension (each Lender that determines to so extend its Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Maturity Date (as then a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in effectany event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International for extension of the Maturity Date.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit promptly notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the BorrowerLender’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datedetermination under this Section.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Extension of Maturity Date. (a) The Borrower shall have may request, not more than twice during the option term of this Agreement, from time to time, by written notice to the Agents, that the Lenders (the “Extension Option”in their capacities as such and, as applicable, in their capacities as L/C Issuers and Swing Line Lender) to extend the Loans by extending the Maturity Date for a an additional one-year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effecteffect hereunder (the “Existing Maturity Date”), which request shall indicate the date by which each Lender shall respond to such request (which shall not be earlier than 30 days after the date the Agents are notified of such request unless otherwise agreed by the Agents in their sole discretion) (such date, the “Notice Date”) and the date on which such extension shall be effective (which shall not be earlier than 35 days after the Agents are notified of such request, unless otherwise agreed by the Agents in their sole discretion) (such date, the “Extension Effective Date”).
(b) There Each Lender (in its capacity as such and in its capacity as L/C Issuer and Swing Line Lender, if applicable), acting in its sole and individual discretion, shall, by notice to the Agents given on or prior to the Notice Date, advise the Agents whether or not such Lender agrees to such extension. Each Lender that has failed to notify the Agents as to whether it has agreed to a requested extension on or before the Notice Date shall exist be deemed to have declined to extend its Maturity Date (each such Lender, a “Non-Extending Lender” and together with all Lenders that have declined to extend their Maturity Date, collectively, the “Non-Extending Lenders”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, it being agreed that no Lender shall have any obligation to extend its Maturity Date.
(c) The Agents shall notify the Borrower of each Lender’s determination under this Section 2.16 promptly and, in any event, no later than three Business Days after the Notice Date.
(d) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees who have agreed to the applicable extension request (each, an “Additional Commitment Lender”) in the same manner as set forth for replacement of Lenders as set forth in Section 11.13.
(e) If (and only if) the total of the Commitments of the Lenders that have agreed so to extend the Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders that have become Lenders pursuant to Section 11.13 shall be more than 50% of the Aggregate Commitments then in effect, the Maturity Date shall be extended on the Extension Effective Date to the date one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day); provided that in no event shall the term of this Agreement in effect at any one time exceed five years; provided further that the Maturity Date as applicable to Non-Extending Lenders shall not be so extended.
(f) As a condition precedent to any such extension, the Borrower shall deliver to the Agents a certificate dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (B) no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect)exists.
(cg) Borrower The Maturity Date of the Non-Extending Lenders (in their capacity as such and each Guarantor Subsidiary in their capacities as L/C Issuers or Swing Line Lender) shall have executed remain unchanged and delivered the Borrowers shall repay all Loans of the Non-Extending Lenders outstanding on the Existing Maturity Date, together with any accrued interest, fees or other amounts owing to Administrative Agent such Lenders hereunder. For the avoidance of doubt, the L/C Expiration Date of any L/C Issuer that is a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionNon-Extending Lender shall also remain unchanged.
(dh) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance In connection with its Applicable Percentage as any extension of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee the Borrower, the Agents and each Extending Lender may make such amendments to this Agreement as the Agents determine to be reasonably necessary to evidence the extension. This Section 2.16 shall be due and payable not later than the Maturity Date supersede any provisions in effect immediately prior Section 2.14 or 11.01 to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datecontrary.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Sources: Revolving Credit Agreement (Waste Connections, Inc.)
Extension of Maturity Date. (a) The Borrower may, by notice to the Administrative Agent (who shall have promptly notify the option Lenders) given in writing not later than thirty (30) days prior to any anniversary of the Restatement Effective Date (each such anniversary date, the relevant “Extension OptionDate”), on no more than two (2) to occasions during the term of this Agreement, request that each Lender extend the Loans by extending the such Lender’s Maturity Date for a one-period of one (1) year period from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effecteffect hereunder (the “Existing Maturity Date”); provided that the Maturity Date, after giving effect to any such extension, shall not be later than five (5) years after the effective date of such extension.
(b) There shall exist no Default or Event of Default at Each Lender, acting in its sole and individual discretion, shall, by notice to the time Borrower elects Administrative Agent given in writing not later than fifteen (15) days prior to exercise the Extension Option or at Date (the date that is fifteen (15) days prior to the Extension Date being the “Notice Date”), advise the Administrative Agent if such Lender accepts the extension request from the Borrower (and each Lender that determines not to so extend its Maturity Date (as then each, a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination and in effect)any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to The Administrative Agent a modification and extension agreement, confirming that the entity documents for shall notify the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except of each Lender’s determination under this Section 2.23 no later than the date that is ten (10) days prior to the extent Extension Date (or, if such changes are (i) permitted under date is not a Business Day, on the terms of this Agreement, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extensionnext preceding Business Day).
(d) The Borrower shall pay have the right on or before the Extension Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent, for the benefit Swingline Lender and the Issuing Lenders (which approvals shall not be unreasonably withheld, conditioned or delayed), each of each which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender in accordance with its Applicable Percentage shall, effective as of the effective date Extension Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).
(e) If (and only if) the total of the extension, an Commitments of the Lenders that have agreed to extend their Maturity Date and the additional non-refundable commitment fee in Commitments of the amount of 0.20Additional Commitment Lenders shall be more than 50% of the Aggregate aggregate amount of the Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise Extension Date, then, effective as of the Extension Option. As Date, the Maturity Date of each extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effectCredit Documents. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.12581222v10 24740.00017
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall have promptly deliver a copy to each of the option Lenders), not less than 60 days in advance of the Maturity Date in effect at such time (the “Extension OptionExisting Maturity Date”) to ), request that the Lenders extend the Loans by extending the Existing Maturity Date for a one-year period from and to the first anniversary of such Existing Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the initial date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided, that any Lender that does not advise the Administrative Agent of August 18, 2012, its consent to such Extension Option being exercisable only once as provided below, requested extension by the Response Date and subject any Lender that is a Defaulting Lender on the Response Date shall be deemed to satisfaction of each of the following conditions:
(a) be a Non-extending Lender. The Administrative Agent shall have received written notice notify the Borrower, in writing, of Borrower’s the Lenders’ elections promptly following the Response Date. The election of any Lender to exercise the Extension Option at least thirty (30) but agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no more than one hundred twenty (120) days before the Maturity Date (as then in effect)two times pursuant to this Section 2.21.
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, except to the extent such changes are (i) permitted under the terms of this AgreementIf, (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Response Date, Lenders holding Commitments and Revolving Credit Exposure that aggregate 50% or more of the total Commitments and Total Revolving Credit Exposure shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and such the outstanding principal balance of all Loans and other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee amounts payable hereunder shall be due payable, and payable not later than the Commitments shall terminate, on the Existing Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Datesuch extension.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrower may, by notice to the Agent (which shall have promptly deliver a copy to each of the option (Lenders) not less than 30 days and not more than 60 days prior to the “Extension Option”) to Maturity Date, request that the Lenders extend the Loans by extending the Maturity Date for a one-year period an additional 364 days from and after the initial Maturity Date of August 18, 2012, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Maturity Date (as then in effecteffect hereunder (the "Existing Maturity Date"). Each Lender shall, by notice to the Agent given not less than 20 days and not more than 30 days prior to the Existing Maturity Date, advise the Agent whether or not such Lender agrees to such extension (and any Lender that does not advise the Agent on or before the 20th day prior to the Existing Maturity Date shall be deemed to have advised the Agent that it will not agree to such extension). The Agent shall, by notice to the Borrower given no later than 15 days prior to the Existing Maturity Date, inform the Borrower of the Lenders' decisions to extend the Existing Maturity Date.
(b) There The Borrower shall exist no Default have the right on or Event before the Existing Maturity Date to require any Lender which shall have advised or been deemed to advise the Borrower that it will not agree to an extension of Default at the time Borrower elects to exercise the Extension Option or at the Maturity Date (each a "Non-Extending Lender") to transfer without recourse (in accordance with and subject to the restrictions contained in Section 8.04, except that the $3,500 processing fee set forth in Section 8.04(b)(iii) shall be paid by the Borrower) all its interests, rights and obligations under this Agreement first, to one or more existing Lenders and second, in the event the existing Lenders do not accept the assignment of all of the Commitments of the Non-Extending Lenders, to one or more other banks or other financial institutions (any such assignee Lender, bank or other financial institution being called a "Substitute Lender"), provided that (i) such Substitute Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and the Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as then the Agent shall specify to evidence its status as a Lender hereunder, (ii) such assignment shall become effective as of the Existing Maturity Date and (iii) the Borrower shall pay to such Non-Extending Lender in effect)immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.
(c) Borrower If (and each Guarantor Subsidiary only if) Lenders (including Substitute Lenders) holding Commitments that represent at least 51% of the Total Commitment shall have executed and delivered agreed to Administrative Agent a modification and extension agreementextend the Existing Maturity Date (the "Continuing Lenders"), confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effectthen, without modification, except to the extent such changes are (i) permitted under the terms of this AgreementMaturity Date shall be extended to the date that is 364 days after the Existing Maturity Date, and (ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of the date of the Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the extended Maturity Date.
(e) The Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.Commitment
Appears in 1 contract
Sources: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc)
Extension of Maturity Date. Borrower shall have the option (the “Extension Option”) right to extend the Loans by extending Maturity Date for one twelve-month period after which Borrower may extend the Maturity Date for a onesecond twelve-year period from and after month period, as such date may be accelerated upon the initial Maturity Date occurrence of August 18an Event of Default in accordance with the terms hereof, 2012, such Extension Option being exercisable only once as provided below, and subject to upon satisfaction by Borrower of each all of the following conditionsterms and conditions on or before each then occurring Maturity Date:
(ai) Borrower shall provide to Administrative Agent shall have received written notice of Borrower’s election intention to exercise the Extension Option such right at least thirty sixty (3060) but no not more than one hundred twenty (120) days before prior to the then occurring Maturity Date (as then Date, said notice to be in effect).
(b) There shall exist no Default or Event of Default at the time form set forth on Exhibit A attached hereto and made a part hereof. Borrower elects to exercise the Extension Option or at the Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered the right to revoke the aforementioned notice of intent, provided that Borrower shall reimburse Administrative Agent a modification and extension agreementLender’s for all of Administrative Agent’s and Lender’s actual reasonable, confirming that the entity documents for the Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still out-of-pocket costs and expenses in force and effect, without modification, except to the extent connection with such changes are (i) permitted under the terms of this Agreement, revocation; and
(ii) modifications of a ministerial nature, or (iii) otherwise approved by the Required Lenders, and such other documents as are reasonably requested by Administrative Agent to properly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of each Lender in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.20% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the extended Maturity Date, which Extension Fee shall be due and payable not later than the Maturity Date in effect immediately prior to the delivery by Borrower of the notice of its exercise of the Extension Option. As of On the date of the Borrower’s delivery notice provided pursuant to clause (i) above, and on the then occurring Maturity Date, there shall not exist or be continuing any Event of written notice regarding Default;
(iii) As of the Extension Optioncalendar quarter most recently ending prior to the then occurring Maturity Date, the Extension Fee will have been earned in full Debt Service Coverage Ratio shall be not less than 1.45:1.0;
(iv) The Loan to Value Ratio (as defined below) does not exceed sixty-two percent and be a bona fide commitment fee intended one-half (62.5%) as reasonable compensation to Lenders for their Commitment until of the extended initial Maturity Date.
. For purposes hereof, “Loan to Value Ratio” means (ei) The Borrower shall pay to Administrative Agent all reasonable costs the sum of any unfunded and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and available Loan commitments plus the documentation thereof.
(f) During the extended term, all terms and conditions unpaid principal amount of the Loan Documents together with all accrued and unpaid interest thereon and all other amounts payable under any of the Loan Documents, as a percentage of (including but ii) the “as-is” fair market value of the Premises as of such date determined by Administrative Agent by reference to reasonably acceptable guides and indexes and/or Appraisals dated not limited to interest rates and paymentsmore than sixty (60) pertaining days prior to the Loans shall continue to apply; provided, however, that the term “Maturity Date” , with any Appraisal obtained by Administrative Agent for such purpose to be from an appraiser selected by Administrative Agent at Borrower’s sole cost and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Maturity Date which shall be one year from the Maturity Date as then in effect. Table of Contents All references in this Agreement or any other Loan Document to the exercise of the Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.expense;
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)