Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any extension of the Maturity Date pursuant to this subsection shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto; (ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date; (iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11; (iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account; (v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension); (vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and (vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date).
Appears in 1 contract
Samples: Credit Agreement (St Louis Riverboat Entertainment Inc)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Revolving Credit Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the date applicable anniversary of such extension and after giving the Closing Date with the same effect thereto, as though if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); and;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non‑Extending Lender, together with calculations (based on the Appraised Value contained Revolving Credit Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) demonstrating pro forma compliance with all Obligations owing to such Non-Extending Lender and the financial covenant set forth in Section 6.11Revolving Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment;
(iv) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall have deposited into the Escrow Interest Account prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans in an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (necessary such that, after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Revolving Credit Maturity Date), provided that any amounts required to be deposited pursuant to this clause each Lender will hold its pro rata share (ivbased on its share of the revised Revolving Credit Commitments) may be offset by any amounts remaining in the Escrow Interest Accountof outstanding Revolving Credit Loans;
(v) on the Revolving Credit Maturity Date (as in the event the Tropicana Las Vegas Closing Effective Date shall have occurredeffect prior to such extension), (A) the Borrower shall have delivered prepay (provided that any such prepayment shall be subject to the Administrative Agent Section 4.10) one or more existing Revolving Credit Loans or cash collateralize Letters of Credit in an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (amount necessary such that, after giving effect to the proposed extension) and (B) extension of the Borrower Revolving Credit Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall have deposited into not exceed the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);Revolving Credit Commitments; and
(vi) since the Borrower date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have entered into a Hedging Agreement acceptable to occurred on or before the Administrative Agent for the length date of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject would have or would be reasonably expected to have a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Material Adverse Effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section 4.6 shall not be effective with respect to any Lender unless:
(ia) no Default or No Event of Default shall have occurred and be continuing on under this Agreement or the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given other Loan Documents as of the Closing Extension Request Date.
(b) If required by the Title Company to insure the original priority of the Security Instruments, which the applicable Title Policies shall have been true endorsed and correct as down-dated in a manner satisfactory to Agent with no additional title change or exception, except the matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(c) As of such datethe Extension Request Date, there is no Material Adverse Change.
(d) As of the Extension Request Date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as Loan Amount shall not exceed seventy percent (70%) of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the aggregate Appraised Value of the Mortgaged Properties, together with calculations Projects (based on excluding any Units released from the Appraised Value contained in such Qualified Appraisal UpdateSecurity Instruments) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the and Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form such other information, documents, and substance supplemental legal opinions as may be reasonably satisfactory to the Administrative required by Agent.
(e) Borrower shall execute such modifications and other documents that Agent may reasonably require and shall pay or reimburse Agent for all expenses and costs it incurs in connection with such extension.
(f) As of the six-month period ending on Extension Request Date, the Net Sales Proceeds (Projected) from Sales Contracts from the unreleased Projects are at least ninety percent (90%) of the aggregate Loan Amount Project Allocations with respect to unreleased Projects.
(g) On the Maturity Date of each Non-Extending Lender, Borrower shall prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such date (after giving effect and pay any additional amounts required pursuant to Section 4.11) to the proposed extension) and (B) extent necessary to keep outstanding Advances ratable with any revised Loan Percentages of the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (respective Lenders effective as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% date. To the extent any Non-Extending Lender is not replaced by an Additional Commitment Lender as of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to Date, the product Commitment and Note of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Non-Extending Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable assigned to Agent and held as a treasury note (a “Non-Extending Lender Treasury Note”). Borrower shall not be permitted to draw any Advances with respect to any Non-Extending Lender Treasury Note until such time as an additional Commitment Lender assumes such Commitment from Agent and receives a replacement Note with respect to such Commitment. Neither the Loan Amount nor the ability of Borrower to receive an increase in connection with each extension the Loan Amount pursuant to Section 2.4 shall be affected by the withdrawal of the Maturity Date)a Non-Extending Lender.
Appears in 1 contract
Samples: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Mortgaged PropertiesReal Property Collateral, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) , demonstrating pro forma compliance with the financial covenant covenants set forth in Section 6.11subsection 6.6;
(iv) the Borrower Borrowers shall have deposited into elected to extend the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest final maturity date of the Hedging Second Lien Credit Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on a date that is no earlier than the Maturity Date (after giving effect to the proposed extensionextension hereunder) in accordance with the terms of the Second Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (it being understood that the deposits required by this subclause (iv) and such extension shall be made in connection effective prior to or concurrently with each the effectiveness of the extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and );
(Bvi) the Borrower Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the Second Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viviii) the Borrower Borrowers shall have entered deposited into a Hedging Agreement acceptable to the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the length of such extension that results thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in at least 100% good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the aggregate principal amount of Borrower Parties, if any, in connection with the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; andMarriott Parking Dispute;
(viixi) the Borrower Borrowers shall pay to the Administrative Agent, for the account benefit of each Lender, the Lenders an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% %, multiplied by (y) the aggregate principal amount of Loans of such Lender then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and Second Lien Loans and through a date no earlier than the Maturity Date (it being understood that after giving effect to the payments required by this subclause proposed extension);
(viixiii) Holdings or the Borrowers shall be payable in connection with have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each extension of the Maturity Date)Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from Mxxxx’x.
Appears in 1 contract
Samples: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.13(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.0625% multiplied by the Aggregate Commitments as in effect on the Existing Maturity date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), on respectively, of Section 6.01, and as of the date of such extension (B) no Default exists and after giving effect thereto, as though made on and as of such date;is continuing; and
(iiiv) upon the Collateral Agent shall have received a Qualified Appraisal Update demonstrating reasonable request of any Lender made at least ten (10) days prior to the Appraised Value of the Mortgaged Propertiesapplicable Extension Effective Date, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant provided to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) such Lender, and such Lender shall be made reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, anti-money-laundering laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause case at least five (iv5) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered days prior to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “applicable Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Effective Date).
Appears in 1 contract
Samples: Credit Agreement (Safehold Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section 2.13 shall not be effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing both on and as of the Existing Maturity Scheduled Termination Date and after giving effect theretoto such extension on the Scheduled Termination Date;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct correct, in all material respectsrespects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), both on and as of the date of such extension Scheduled Termination Date and after giving effect theretoto such extension on the Scheduled Termination Date, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; provided, however, that for these purposes the reference to the Effective Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Scheduled Termination Date, as the case may be);
(iii) on and as of the Collateral Agent Scheduled Termination Date, since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have received occurred that constituted or could reasonably be expected to constitute or have a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11Material Adverse Effect;
(iv) on the Scheduled Termination Date (to the extent not paid prior thereto), each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.13(d), shall have received from the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest payment of the Hedging Agreement entered into outstanding principal amount of such Non-Extending Lender’s Loans, accrued interest thereon, accrued fees and all other amounts which are payable to it hereunder (including, if applicable, any additional amounts required pursuant to clause (vi) of this Section 2.21(b3.05)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;; and
(v) in on the event the Tropicana Las Vegas Closing Effective Date shall have occurredScheduled Termination Date, (A) the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory dated such date certifying as to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (foregoing matters as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)date.
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section shall not be effective with respect to any Lender unless:
(i1) no Potential Default or Event of Default shall have occurred and be continuing on the Existing Maturity date of the extension request or on the Initial Expiration Date and or after giving effect theretoto such extension;
(ii2) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv3) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect executed and delivered to the proposed Agent such agreements and documents as the Agent may reasonably require incident to such extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A4) the Borrower shall have delivered to reimbursed the Administrative Agent an updated Carrying Costs Budget and the Lenders for all reasonable costs and expenses incurred by each of them in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance connection with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension)such extension request;
(vi5) the Borrower shall have entered into a Hedging Agreement acceptable to pay such fees as are mutually agreed upon by Agent, Borrower, and the Administrative Agent for applicable Extending Lenders; such fees shall be based on market conditions prevailing at the length time of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agentincrease for similar syndicated credit transactions with similarly situated Loan Parties; and
(vii6) on the Initial Expiration Date, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.06) to the Administrative Agent, for extent necessary to keep outstanding Loans ratable with any revised Applicable Commitment Percentages of the account respective Lenders effective as of each Lender, an extension fee (an “Extension Fee”) on such date. In no event shall the Existing Maturity Initial Expiration Date in an amount equal be extended pursuant to the product provisions above, unless and until the Agent shall have notified the Borrower in writing that all of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood conditions set forth herein have been satisfied and that the payments required by this subclause (vii) shall be payable Extended Expiration Date is in connection with each extension of the Maturity Date)effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section 4.6 shall not be effective with respect to any Lender unless:
(ia) no No Default or Event of Default shall have occurred and be continuing on under this Agreement or the Existing Maturity other Loan Documents as of the Extension Request Date and after giving effect thereto;or the Extension Effective Date.
(iib) except with respect to those The representations and warranties that are given as of in the Closing Loan Documents shall be true and correct and in all material respects on the Extension Request Date and on the Extension Effective Date, which .
(c) No mechanic's or materialmen's lien or other encumbrance (excluding Permitted Liens) likely to result in a Material Adverse Change shall have been true filed and correct as remain in effect against any of such datethe Projects.
(d) The Title Policies shall have been endorsed and down-dated in a manner satisfactory to Agent with no additional title change or exception, except the matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(e) As of the Extension Request Date and the Extension Effective Date, there is no Material Adverse Change.
(f) As of the Extension Request Date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as Loan Amount shall not exceed seventy percent (70%) of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the aggregate Appraised Value of the Mortgaged Properties, together with calculations Projects (based on excluding any Units released from the Appraised Value contained in such Qualified Appraisal UpdateSecurity Instruments) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the and Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form such other information, documents, and substance supplemental legal opinions as may be reasonably satisfactory to the Administrative required by Agent.
(g) Borrower shall execute such modifications and other documents that Agent may reasonably require and shall pay or reimburse Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed all expenses and costs it incurs in connection with such extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);.
(vih) As of the Borrower shall have entered into a Hedging Agreement acceptable to Extension Request Date, the Administrative Agent for Net Sales Proceeds (Projected) from Sales Contracts from the length of such extension that results in unreleased Projects are at least 100% ninety percent (90%) of the aggregate principal amount of the Loans being effectively subject Loan Amount Project Allocations with respect to a fixed or maximum interest rate acceptable to the Administrative Agent; andunreleased Projects.
(viii) the Borrower shall pay to Agent on the Administrative Agent, Extension Effective Date for the account of each Extending Lender and Additional Commitment Lender any extension fee agreed to by Borrower and such Lenders.
(j) On the Maturity Date of each Non-Extending Lender, Borrower shall prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Advances ratable with any revised Loan Percentages of the respective Lenders effective as of such date. To the extent any Non-Extending Lender is not replaced by an extension fee (an “Extension Fee”) on Additional Commitment Lender as of the Existing Maturity Date in an amount equal to Date, the product Commitment and Note of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Non-Extending Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable assigned to Agent and held as a treasury note (a "Non-Extending Lender Treasury Note"). Borrower shall not be permitted to draw any Advances with respect to any Non-Extending Lender Treasury Note until such time as an additional Commitment Lender assumes such Commitment from Agent and receives a replacement Note with respect to such Commitment. Neither the Loan Amount nor the ability of Borrower to receive an increase in connection with each extension the Loan Amount pursuant to Section 2.4 shall be affected by the withdrawal of the Maturity Date)a Non-Extending Lender.
Appears in 1 contract
Samples: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Expiration Date or the Term Loan Maturity Date pursuant to this subsection Section 5.16 shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) in the case of any proposed extension of the Term Loan Maturity Date with respect to the Term Loans, the total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date with respect to the Term Loans shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date;
(iii) in the case of any proposed extension of the Term Loan Maturity Date with respect to the 2024 Incremental Term Loans, the total of the outstanding 2024 Incremental Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date with respect to the 2024 Incremental Term Loans shall be more than 50% of the aggregate amount of the 2024 Incremental Term Loans outstanding immediately prior to the Extension Effective Date
(iv) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(v) no Event of Default or Event of Potential Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(ivvi) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Accountsuch extension;
(vvii) in on or before the event the Tropicana Las Vegas Closing Effective Expiration Date shall have occurred, or Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have delivered paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) Borrower hereunder and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent paid in good faith full all other Obligations owing to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on hereunder and other under the Existing Maturity Date other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the payments then-existing Expiration Date or applicable Term Loan Maturity Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and
(viii) if such extension is being effectuated in accordance with the last paragraph of Section 12.1 pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by this subclause (vii) such provision shall be payable in connection with each extension of the Maturity Date)have become effective.
Appears in 1 contract
Samples: Incremental Facility Amendment to Credit Agreement (Cadre Holdings, Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Expiration Date or the Term Loan Maturity Date pursuant to this subsection Section 5.16 shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) in the case of any proposed extension of the Term Loan Maturity Date, the total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date;
(iii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iv) no Event of Default or Event of Potential Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(vi) on or before the event the Tropicana Las Vegas Closing Effective Expiration Date shall have occurred, or Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have delivered paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) Borrower hereunder and (B) the Borrower shall have deposited into paid in full all other Obligations owing to such Lender hereunder and other under the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs other Loan Documents (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (it being understood that after giving effect to the proposed extension);
this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the Borrower then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lender shall have entered into no longer be a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent“Lender” hereunder); and
(vii) if such extension is being effectuated in accordance with the Borrower shall pay last paragraph of Section 12.1 pursuant to which the Administrative Agent, for the account terms of each Lendersuch extended Loans or Commitments are being amended, an extension fee (an “Extension Fee”) on amendment entered into by the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments parties required by this subclause (vii) such provision shall be payable in connection with each extension of the Maturity Date)have become effective.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.18(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the Existing date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects on and as of the Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.18, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects, on and as (b) of Section 5.05 shall be deemed to refer to the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into most recent statements furnished pursuant to clause subsections (via) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date and (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Dateb), provided that any amounts required to be deposited pursuant to this clause respectively, of Section 6.01, and (ivB) may be offset by any amounts remaining in the Escrow Interest Account;no Default exists; and
(v) in A duly completed Availability Certificate evidencing that on the event the Tropicana Las Vegas Closing Extension Effective Date shall have occurredAvailability, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less a Pro Forma Basis, is greater than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)$0.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Mortgaged PropertiesReal Property Collateral, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) , demonstrating pro forma compliance with the financial covenant covenants set forth in Section 6.11subsection 6.6;
(iv) the Borrower Borrowers shall have deposited into elected to extend the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest final maturity date of the Hedging First Lien Credit Agreement entered into pursuant to clause (vi) of this Section 2.21(b)unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on a date that is no earlier than the Maturity Date (after giving effect to the proposed extensionextension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (it being understood that the deposits required by this subclause (iv) and such extension shall be made in connection effective prior to or concurrently with each the effectiveness of the extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and );
(Bvi) the Borrower Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viviii) the Borrower Borrowers shall have entered deposited into a Hedging Agreement acceptable to the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the length of such extension that results thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in at least 100% good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the aggregate principal amount of Borrower Parties, if any, in connection with the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; andMarriott Parking Dispute;
(viixi) the Borrower Borrowers shall pay to the Administrative Agent, for the account benefit of each Lender, the Lenders an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% %, multiplied by (y) the aggregate principal amount of Loans of such Lender then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (it being understood that after giving effect to the payments required by this subclause proposed extension); and
(viixiii) Holdings or the Borrowers shall be payable in connection with have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each extension of the Maturity Date)Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from Mxxxx’x.
Appears in 1 contract
Samples: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date Expiration pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that NAI-1540997189v1 for purposes of this Section, the representations and warranties contained in Section 6.1.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.3 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iii) no Event of Default or Event of Potential Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Accountsuch extension;
(v) in on or before the event the Tropicana Las Vegas Closing Effective Expiration Date shall have occurredof each Non-Extending Lender, (A) the Borrower shall have delivered paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) Borrower hereunder and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent paid in good faith full all other Obligations owing to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on hereunder and other under the Existing Maturity Date other Loan Documents (it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the payments then-existing Expiration Date and such Non-Extending Lender shall no longer be a "“Lender"” hereunder); and
(vi) if such extension is being effectuated in accordance with the last paragraph of Section 11.1 [Modifications, Amendments or Waivers] pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by this subclause (vii) such provision shall be payable in connection with each extension of the Maturity Date)have become effective.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.12(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee as set forth in the Fee Letter with respect to each respective extension (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (x)(1) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (2) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Existing Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (y) certifying that, before and after giving effect thereto;
to such extension, (ii1) except with respect to those the representations and warranties that made in this Agreement and the other Loan Documents, or which are given contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date the proposed extension is to become effective (other than the representation in Section 6.05(c), which shall be made only as of the Closing Date), except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, (B) in the case of the representations and warranties set forth on Exhibit E, which representations and warranties are true and correct with respect to each Pledged Asset subject only to any exceptions set forth in the Confirmation Statement with respect to such Pledged Asset or in any Exception Notice with respect to such Pledged Assets which have been delivered to the Administrative Agent at least ten Business Days prior to the date of any such extension and (C) that for purposes of this Section 2.12, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
subsections (iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extensiona) and (Bb) of Section 6.05 shall be deemed to refer to the Borrower most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (2) no Default shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)occurred and is then continuing.
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Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the Existing date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects on and as of the Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.17, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects, on and as (b) of Section 5.05 shall be deemed to refer to the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into most recent statements furnished pursuant to clause subsections (via) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date and (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Dateb), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurredrespectively, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) of Section 6.01, and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)no Default exists.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section 2.15 shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Maturity Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Maturity Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Effect, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) or (b), as applicable (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iii) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Accountsuch extension;
(v) in on or before the event the Tropicana Las Vegas Closing Effective Maturity Date shall have occurredof each Non-Extending Lender, (A) the Borrower shall have delivered paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) Borrower hereunder and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent paid in good faith full all other Obligations owing to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on hereunder and other under the Existing Maturity Date other Loan Documents (it being understood that after giving effect to this clause (v) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the payments then-existing Maturity Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and
(vi) if such extension is being effectuated in accordance with the last paragraph of Section 10.01 pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by this subclause (vii) such provision shall be payable in connection with each extension of the Maturity Date)have become effective.
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Samples: Credit Agreement (Paycor Hcm, Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non-Extending Lender, together with calculations (based on the Appraised Value contained Existing Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) demonstrating pro forma compliance with all Borrower Obligations owing to such Non-Extending Lender and, if such Non-Extending Lender has not been replaced by an Additional Commitment Lender, the financial covenant set forth in Section 6.11Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date (as in effect prior to such extension), if any Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans in an amount equal necessary such that, after giving effect to the product extension of the Maturity Date, each Revolving Lender and each Additional Commitment Lender will hold its Commitment Percentage (xbased on its share of the revised Revolving Committed Amount) 0.25% multiplied by of outstanding Revolving Loans;
(yv) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood as in effect prior to such extension), the Borrower shall prepay (provided that the payments required by this subclause (vii) any such prepayment shall be payable subject to Section 2.17) one or more existing Revolving Loans or cash collateralize Letters of Credit in connection with each an amount necessary such that, after giving effect to the extension of the Maturity Date, the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount; and
(vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 5.1(a), no event or condition shall have occurred that has had or could be reasonably expected to have a Material Adverse Effect.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Revolver Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Credit Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non-Extending Lender, together with calculations (based on the Appraised Value contained Revolver Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) demonstrating pro forma compliance all Obligations owing to such Non-Extending Lender and the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment with the financial covenant set forth in Section 6.11respect to Revolving Loans;
(iv) on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall have deposited into the Escrow Interest Account prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans in an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (necessary such that, after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Revolver Maturity Date), provided that any amounts required to be deposited pursuant to this clause each Lender will hold its pro rata share (ivbased on its share of the revised Revolving Committed Amount) may be offset by any amounts remaining in the Escrow Interest Accountof outstanding Revolving Loans;
(v) on the Revolver Maturity Date (as in the event the Tropicana Las Vegas Closing Effective Date shall have occurredeffect prior to such extension), (A) the Borrower shall have delivered prepay (provided that any such prepayment shall be subject to the Administrative Agent Section 4.3) one or more existing Revolving Loans or cash collateralize Letters of Credit in an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (amount necessary such that, after giving effect to the proposed extension) and (B) extension of the Borrower Revolver Maturity Date, the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding shall have deposited into not exceed the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);Revolving Committed Amount; and
(vi) since the Borrower date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have entered into a Hedging Agreement acceptable to occurred on or before the Administrative Agent for the length date of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject would have or would be reasonably expected to have a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Material Adverse Effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Revolver Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Credit Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non-Extending Lender, together with calculations (based on the Appraised Value contained Revolver Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.3) demonstrating pro forma compliance all Obligations owing to such Non-Extending Lender and the Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender's Commitment with the financial covenant set forth in Section 6.11respect to Revolving Loans;
(iv) on the Revolver Maturity Date (as in effect prior to such extension), the Borrower shall have deposited into the Escrow Interest Account prepay (provided that any such prepayment shall be subject to Section 4.3) one or more existing Revolving Loans in an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (necessary such that, after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Revolver Maturity Date), provided that any amounts required to be deposited pursuant to this clause each Lender will hold its pro rata share (ivbased on its share of the revised Revolving Committed Amount) may be offset by any amounts remaining in the Escrow Interest Accountof outstanding Revolving Loans;
(v) on the Revolver Maturity Date (as in the event the Tropicana Las Vegas Closing Effective Date shall have occurredeffect prior to such extension), (A) the Borrower shall have delivered prepay (provided that any such prepayment shall be subject to the Administrative Agent Section 4.3) one or more existing Revolving Loans or cash collateralize Letters of Credit in an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (amount necessary such that, after giving effect to the proposed extension) and (B) extension of the Borrower Revolver Maturity Date, the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding shall have deposited into not exceed the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);Revolving Committed Amount; and
(vi) since the Borrower date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have entered into a Hedging Agreement acceptable to occurred on or before the Administrative Agent for the length date of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject would have or would be reasonably expected to have a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Material Adverse Effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Revolving Credit Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are Article VI shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the date applicable anniversary of such extension and after giving the Closing Date with the same effect thereto, as though if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); and;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non-Extending Lender, together with calculations (based on the Appraised Value contained Revolving Credit Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) demonstrating pro forma compliance with all Obligations owing to such Non-Extending Lender and the financial covenant set forth in Section 6.11Revolving Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment;
(iv) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall have deposited into the Escrow Interest Account prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans in an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (necessary such that, after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Revolving Credit Maturity Date), provided that any amounts required to be deposited pursuant to this clause each Lender will hold its pro rata share (ivbased on its share of the revised Revolving Credit Commitments) may be offset by any amounts remaining in the Escrow Interest Accountof outstanding Revolving Credit Loans;
(v) on the Revolving Credit Maturity Date (as in the event the Tropicana Las Vegas Closing Effective Date shall have occurredeffect prior to such extension), (A) the Borrower shall have delivered prepay (provided that any such prepayment shall be subject to the Administrative Agent Section 4.10) one or more existing Revolving Loans or cash collateralize Letters of Credit in an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (amount necessary such that, after giving effect to the proposed extension) and (B) extension of the Borrower Revolving Credit Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall have deposited into not exceed the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);Revolving Credit Commitments; and
(vi) since the Borrower date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have entered into a Hedging Agreement acceptable to occurred on or before the Administrative Agent for the length date of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject would have or would be reasonably expected to have a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Material Adverse Effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any The extension of the Maturity Date or initial Extended Maturity Date, as applicable, pursuant to this subsection shall not be effective unlessSection 2.17 is subject to the following conditions precedent:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties of the Borrower contained in this Agreement are Article V shall be true and correct in all material respects, respects on and as of the date of such extension and after giving effect thereto, as though made except (A) that the representations and warranties in Sections 5.05(c) and 5.06 that are qualified by reference to “Public Filings” shall be qualified by reference to the Borrower’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Qs and as Current Reports on Form 8-K filed since the last day of such datethe Borrower’s most recently completed fiscal year, (B) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (C) that the representation and warranty contained in subsection (c) of Section 5.05 shall refer to the last day of the Borrower’s most recently completed fiscal year rather than May 29, 2011;
(iii) on the Collateral Agent Maturity Date or the initial Extended Maturity Date, as applicable, of each Non-Extending Lender, the Borrower shall have received a Qualified Appraisal Update demonstrating prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the Appraised Value extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the Mortgaged Propertiesrespective Lenders effective as of the Maturity Date or the initial Extended Maturity Date, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;as applicable; and
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined receipt by the Administrative Agent in good faith (calculated based of such certificates of resolutions or other action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to act as a Responsible Officer on the effective fixed rate of interest behalf of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made Borrower in connection with each extension of the Maturity Date)such extension, provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to along with such documents and certifications as the Administrative Agent an updated Carrying Costs Budget in form and substance may reasonably satisfactory require to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) evidence that the Borrower shall have deposited into is duly organized or formed and that the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent Borrower is validly existing, and in good faith to be sufficient to fund carrying costs (as reflected standing in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length its jurisdiction of such extension that results in at least 100% organization, including certified copies of the aggregate principal amount Borrower’s Organization Documents and a certificate of good standing from the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account Borrower’s jurisdiction of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)organization.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, effectiveness of any such extension of the Revolver Maturity Date pursuant or the Term Loan Maturity Date, as applicable, each of the following requirements shall be satisfied or waived on or prior to this subsection shall not be effective unless:the Initial Revolver Maturity Date or the Initial Term Loan Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) On the date of such Revolver Extension Notice or Term Extension Notice, as the case may be, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date or Term Loan Maturity Date, as applicable, no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect theretocontinuing;
(ii) except with respect The Borrowers shall have paid or caused to those representations and warranties that are given as be paid to the Administrative Agent, for the pro rata benefit of the Closing Date, which shall have been true and correct Appropriate Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by (x) in the case of an extension of the Revolver Maturity Date, the amount of the Aggregate Revolving Commitments as in effect on the Extension Effective Date and (y) in the case of an extension of the Term Loan Maturity Date, the aggregate outstanding principal amount of the Term Loans on the Extension Effective Date, in each case, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason;
(iii) The Administrative Agent shall have received a certificate of the Parent dated as of the Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date and/or the Term Loan Maturity Date, as applicable, for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date or Initial Term Loan Maturity Date, as applicable) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) 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 in all material respects on and as of the date the proposed extension is to become effective, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.13, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), on respectively, of Section 6.01, and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iiiB) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;no Default exists; and
(iv) The Borrowers and the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower other Loan Parties shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to such reaffirmations of their respective obligations under the Administrative Agent for the six-month period ending on the Maturity Date Loan Documents (after giving effect to the proposed extension) ), and (B) acknowledgments and certifications that they have no claims, offsets or defenses with respect to the Borrower shall have deposited into payment or performance of any of the Carrying Costs Reserve Account an amount not less than an amount determined Obligations, including, without limitation, reaffirmations of the Guaranty, executed by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Loan Parties party thereto.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section shall not be effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing both on and as of the Extension Date and on and as of the Existing Maturity Date and after giving effect theretoto such extension on the Existing Maturity Date;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, both on and as of the date Extension Date and on and as of such extension the Existing Maturity Date and after giving effect theretoto such extension on the Existing Maturity Date, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; provided, however, that for these purposes the reference to the Closing Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Extension Date or the Existing Maturity Date, as the case may be);
(iii) both on and as of the Collateral Agent Extension Date and on and as of the Existing Maturity Date, since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have received occurred that constituted or could reasonably be expected to constitute or have a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11Material Adverse Effect;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date of each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.15(d), the Borrowers shall prepay any Committed Loans outstanding on such date (after giving effect and pay any additional amounts required pursuant to Section 3.05) to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection extent necessary to keep outstanding Committed Loans ratable with each extension any revised Pro Rata Shares of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;respective Lenders effective as of such date; and
(v) in both on the event Extension Date and on the Tropicana Las Vegas Closing Effective Date shall have occurredExisting Maturity Date, (A) the Borrower Company shall have delivered a certificate of a Responsible Officer to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory dated such date certifying as to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (foregoing matters as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)date.
Appears in 1 contract
Samples: Credit Agreement (Danaher Corp /De/)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Existing Stated Maturity Date pursuant to this subsection Section 3.6 shall not be effective with respect to any Lender unless:
(ia) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect Pro Forma Effect thereto;
(iib) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date; provided that such representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all respects if they are qualified by a materiality standard;
(iiic) with respect to any request for an extension of the Collateral Agent Existing Stated Maturity Date of the Revolving Loan credit facility, any Issuing Lender (Revolver) and the Swingline Lender shall have received a Qualified Appraisal Update demonstrating the Appraised Value consented to such extension of the Mortgaged PropertiesRevolving Loan Commitments, together with calculations to the extent that such extension of the Revolving Loan Commitments provides for the issuance or extension of Letters of Credit (based on Revolver) by such Issuing Lender (Revolver) or making of Swingline Loans by such Swingline Lender at any time during the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11extended period;
(ivd) with respect to any request for an extension of the Existing Stated Maturity Date of the Multi-Draw Term Loan credit facility, any Issuing Lender (MDT) shall have consented to such extension of the Multi-Draw Term Loan Commitments, to the extent that such extension of the Multi-Draw Term Loan Commitments provides for the issuance or extension of Letters of Credit (MDT) by such Issuing Lender (MDT) at any time during the extended period;
(e) on or before the extension of the Existing Stated Maturity Date, (1) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent replaced each Non-Extending Lender as provided in good faith Section 3.6.4 and (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A2) the Borrower shall have delivered paid in full any amounts owing to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the sixsuch Non-month period ending on the Maturity Date (Extending Lender hereunder after giving effect to the proposed extension) such replacement; and 46267678.11
(Bf) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length terms of such extension that results in at least 100% of the aggregate principal amount of the extended Commitments and extended Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection comply with each extension of the Maturity Date)Section 3.6.7.
Appears in 1 contract
Samples: Fifth Agreement Regarding Consents and Amendments (CatchMark Timber Trust, Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Date pursuant to this subsection Section shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Propertieswith respect to each Non‑Extending Lender, together with calculations (based on the Appraised Value contained Existing Maturity Date (as in effect prior to such Qualified Appraisal Updateextension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) demonstrating pro forma compliance with all Borrower Obligations owing to such Non-Extending Lender and, if such Non-Extending Lender has not been replaced by an Additional Commitment Lender, the financial covenant set forth in Section 6.11Revolving Committed Amount shall be reduced by an amount equal to such Non-Extending Lender’s Commitment;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date (as in effect prior to such extension), if any Non-Extending Lender has not been replaced by an Additional Commitment Lender, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.17) one or more existing Revolving Loans in an amount equal necessary such that, after giving effect to the product extension of the Maturity Date, each Revolving Lender and each Additional Commitment Lender will hold its Commitment Percentage (xbased on its share of the revised Revolving Committed Amount) 0.25% multiplied by of outstanding Revolving Loans;
(yv) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood as in effect prior to such extension), the Borrower shall prepay (provided that the payments required by this subclause (vii) any such prepayment shall be payable subject to Section 2.17) one or more existing Revolving Loans or cash collateralize Letters of Credit in connection with each an amount necessary such that, after giving effect to the extension of the Maturity Date, the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding plus Swingline Loans outstanding shall not exceed the Revolving Committed Amount; and
(vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 5.1(a), no event or condition shall have occurred that has had or could be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an 64054670 64 extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the Existing date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects on and as of the Closing Datedate the proposed extension is to become effective, both before and after giving effect to such extension, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.17, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects, on and as (b) of Section 5.05 shall be deemed to refer to the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into most recent statements furnished pursuant to clause subsections (via) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date and (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Dateb), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurredrespectively, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) of Section 6.01, and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)no Default exists.
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Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect theretocontinuing;
(ii) except with respect The Borrower shall have paid to those representations and warranties that are given as the Administrative Agent, for the pro rata benefit of the Closing Date, which shall have been true and correct Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason);
(iii) The Administrative Agent shall have received a certificate of the Parent dated as of the Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) 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 in all material respects on and as of the date the proposed extension is to become effective, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.13, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), on respectively, of Section 6.01, and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iiiB) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;no Default exists; and
(iv) The Borrower and the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower other Loan Parties shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to such reaffirmations of their respective obligations under the Administrative Agent for the six-month period ending on the Maturity Date Loan Documents (after giving effect to the proposed extension) ), and (B) acknowledgments and certifications that they have no claims, offsets or defenses with respect to the Borrower shall have deposited into payment or performance of any of the Carrying Costs Reserve Account an amount not less than an amount determined Obligations, including, without limitation, reaffirmations of the Guaranty, executed by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)Loan Parties party thereto.
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Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to the extension of the Initial Maturity Date or the Extended Maturity Date, as the applicable, Total Asset Value shall be at least (x) $900,000,000 in the case of an extension of the Initial Maturity Date, and (y) $1,250,000,000 in the case of an extension of the Extended Maturity Date;
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the Existing Maturity date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects, on and as (b) of Section 5.05 shall be deemed to refer to the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into most recent statements furnished pursuant to clause subsections (via) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date and (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Dateb), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurredrespectively, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) of Section 6.01, and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)no Default exists.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender if:
(i) no as of the date of such extension, and after giving effect thereto, the representations and warranties of the Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct), 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 (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct) as of such earlier date, except for changes in factual circumstances, which changes do not constitute a Potential Default or Event of Default hereunder, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements];
(ii) no Event of Default or Potential Default shall have occurred and be continuing on the Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent Borrowers shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay paid to the Administrative Agent, for the account ratable benefit of each Lenderthe Lenders, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to 0.15% of the product of aggregate Revolving Credit Commitments so extended;
(iv) either (x) 0.25% multiplied by the obligations under the AIR Note Agreement and all notes issued thereunder shall have been repaid in full or (y) the aggregate principal amount maturity date thereof shall have been extended to a date at least one year beyond such extended Expiration Date;
(v) the Administrative Agent shall have received new Appraisals within twelve (12) months of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension Expiration Date, on any or all of the Maturity Date)Collateral Pool Properties; and
(vi) the Administrative Agent shall have received evidence as to whether any Collateral Pool Property is a Flood Hazard Property and if any Collateral Pool Property is a Flood Hazard Property, (i) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such Collateral Pool Property is a Flood Hazard Property and (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (ii) if any such real property is a Flood Hazard Property, copies of insurance policies or certificates of insurance evidencing flood insurance as may be required under Applicable Laws including Flood Insurance Laws and satisfactory to the Administrative Agent and the Lenders and naming the Administrative Agent as sole lender loss payee under a standard mortgagee endorsement.
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Samples: Credit Agreement (Aimco OP L.P.)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, any effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to the extension of the Initial Maturity Date or the Extended Maturity Date, as the applicable, Total Asset Value shall be at least (x) $900,000,000 in the case of an extension of the Initial Maturity Date, and (y) $1,250,000,000 in the case of an extension of the Extended Maturity Date;
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the Existing date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) except with respect to those the representations and warranties that contained in Article V and the other Loan Documents are given true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Datedate the proposed extension is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which shall have been case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in this Agreement are true subsections (a) and correct in all material respects, on and as (b) of Section 5.05 shall be deemed to refer to the date of such extension and after giving effect thereto, as though made on and as of such date;
(iii) the Collateral Agent shall have received a Qualified Appraisal Update demonstrating the Appraised Value of the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Section 6.11;
(iv) the Borrower shall have deposited into the Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the Hedging Agreement entered into most recent statements furnished pursuant to clause subsections (via) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date and (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Dateb), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurredrespectively, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) of Section 6.01, and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25% multiplied by (y) the aggregate principal amount of Loans of such Lender outstanding on the Existing Maturity Date (it being understood that the payments required by this subclause (vii) shall be payable in connection with each extension of the Maturity Date)no Default exists.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, any each extension of the Maturity Date pursuant to this subsection Section shall not be effective with respect to any Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing on the Existing Maturity Date date of such extension and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 and the representation and warranty contained in Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clause (a) or clause (b) of Section 7.01;
(iii) the Collateral Agent Borrower shall have received delivered to Agent a Qualified Appraisal Update demonstrating certificate certifying and attaching the Appraised Value resolutions adopted by Borrower approving or consenting to such extension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower delivered on or prior to the Mortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update) demonstrating pro forma compliance with the financial covenant set forth in Closing Date pursuant to Section 6.114.01(a)(iii));
(iv) the Borrower shall have deposited into delivered to Agent, at Borrower’s expense, appraisals meeting the Escrow Interest Account an amount Appraisal Requirements for each Borrowing Base Property as the Agent may request, in order for the Agent to confirm a Total Collateral Value of not less than $100,000,000; provided that in no event may an amount determined by appraisal be required with respect to any Borrowing Base Property for which the Administrative Agent in good faith (calculated based on Borrower has previously delivered a qualifying appraisal dated a date not earlier than one year prior to the effective fixed rate of interest date of the Hedging Agreement entered into pursuant to clause (vi) of this Section 2.21(b)) to be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) (it being understood that the deposits required by this subclause (iv) shall be made in connection with each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered paid to the Administrative Agent an updated Carrying Costs Budget in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension) and (B) the Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (A)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrower shall have entered into a Hedging Agreement acceptable to the Administrative Agent for the length of such extension that results in at least 100% of the aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(vii) the Borrower shall pay to the Administrative Agent, for the account of each Lender, an extension Lender in accordance with its Applicable Percentage a fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to 0.200% times the product of Aggregate Commitments then in effect; and
(xvi) 0.25% multiplied by either (ya) the aggregate principal amount maturity of Loans the GAC Term Loan Facility shall have been extended to a date no earlier than the extended maturity date of the Senior Credit Facility (and there shall not have occurred any prepayment of the GAC Term Loan Facility in anticipation of such Lender outstanding on extension) or (b) the Existing Maturity Date (it being understood that the payments required by this subclause (vii) Required Lenders shall be payable satisfied in connection their sole discretion with each the then existing and forward-looking pro forma financial condition and liquidity of CSI and its Subsidiaries giving effect to any payment, extension or refinancing of the Maturity Date)GAC Term Loan Facility.
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