Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date:
(i) the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the Additional Commitment Lenders, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date;
(ii) the Administrative Agent shall have received a certificate of the Company dated as of such Commitment Termination Extension Effective Date signed by an officer of the Company (A) certifying and attaching the resolutions adopted by the Company authorizing the transaction and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects on and as of such Commitment Termination Extension Effective Date as if 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), and except that, for purposes of this Section, the representations and warranties contained in Section 4.02(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(b) and (y) no Default or Event of Default has occurred and is continuing;
(iii) the Administrative Agent shall have received the documentation contemplated by paragraph (c) of this Section, executed by the relevant parties thereto; and
(iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received, legal opinions and board resolutions consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent.
Conditions to Extension. As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 3.06(b)(ii), the Borrower shall (i) deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of the Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and (B) no Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 3.06(b) and any assignment pursuant to Section 3.06(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended.
Conditions to Extension. As a condition to granting the post-termination extension periods described in Sections 4(d)(i) and 4(d)(ii), the Executive must enter into and not revoke a valid agreement with the Company containing a release of claims, a covenant not to engage in competitive employment and/or other provisions deemed appropriate by the Committee, in its sole discretion. As a further condition to granting a post-termination extension period described in Sections 4(d)(i) and 4(d)(ii), if the Executive’s termination of Service is voluntary, the Executive must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least one year in advance of the Executive’s termination of Service.
Conditions to Extension. The following are conditions to this extension and must be satisfied to the Administrative Agent’s satisfaction:
(a) Xxxxxxxx has executed and delivered to Administrative Agent this Agreement and other documents to be executed and delivered in connection herewith;
(b) Xxxxxxxx has paid to Administrative Agent a loan extension fee;
(c) Borrower has paid all expenses incurred by Administrative Agent in connection with this transaction, including appraisal fees, title policy endorsement premiums, recording fees and closing costs, as applicable;
(x) Xxxxxxxx has paid the fees and expenses of counsel to Administrative Agent incurred in connection with the preparation and negotiation of this Agreement, and other documents executed and delivered in connection herewith; and
(e) Administrative Agent has received certificates of existence and good standing (or similar documentation) for Borrower and its general partner, certified by the Secretary of State or other governmental authority.
Conditions to Extension. No Event of Default under the Loan Documents shall have occurred and be continuing and Bank has received (a) all the items required to be delivered pursuant to the Loan Agreement; (b) approvals from all governmental authorities that are required for the Improvements to be used as intended, (c) payment from Borrower of an extension fee in an amount equal to .25% of the Loan Amount at the time of exercise of the extension and (d) evidence reasonably satisfactory to Bank that Guarantor has a Tangible Net Worth of (i) THIRTY MILLION DOLLARS ($30,000,000), plus (ii) fifty percent (50%) of all net income received by Guarantor for all years after the fiscal year ended December 31, 2004, which shall be based upon the consolidated financial statements of Guarantor. In addition, the Extension Term shall be subject to satisfaction of the Financial Covenants as outlined in the Loan Agreement.
Conditions to Extension. As a condition to granting the post-termination extension periods described in Sections 4(d)(i) and 4(d)(ii), the Executive must enter into and not revoke a valid agreement with the Company containing a release of claims, a covenant not to engage in competitive employment and/or other provisions deemed appropriate by the
Conditions to Extension. On each date on which the then current Final Maturity Date is to be extended pursuant to Section 2.2: (a) no Default shall have occurred and be continuing and (b) Borrower shall have paid the Extension Fee to Lender.
Conditions to Extension. (a) As a condition to the Revolving Lenders and the DSRA L/C Lenders providing the extension referred to herein, the Borrower hereby agrees that it will not incur any Permitted Refinancing Facility in respect of the Term B Facility or otherwise optionally prepay the Term B Advances without, prior to or concurrently with such incurrence or prepayment, prepaying all the outstanding Working Capital Advances and Working Capital L/C Advances under the Revolving Facility, Cash Collateralizing any Letters of Credit then outstanding and undrawn in an amount equal to the Minimum Collateral Amount and permanently reducing the Revolving Facility and terminating the Revolving Commitments and Working Capital L/C Commitments in their entirety.
(b) As a condition to approving this Amendment, the Revolving Lenders and the DSRA L/C Lenders require that, to the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties hereto acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(i) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Par...
Conditions to Extension. In connection with any Commitment Termination Extension Request, each extension of the Commitment Termination Date shall be subject to the satisfaction of the following conditions as of the relevant Commitment Termination Extension Effective Date:
(i) the aggregate amount of the Commitments of the Extending Lenders, together with the aggregate amount of the Commitments of the Additional Commitment Lenders, with respect to such Commitment Termination Extension Request shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to such Commitment Termination Extension Effective Date;
Conditions to Extension. The extension of the Maturity Date pursuant to this Section 2.20 shall be subject to (i) each Lender receiving on or before the original Maturity Date payment of the Extension Fee in accordance with the Lender Fee Letter and (ii) on the Maturity Date, immediately prior, and after giving effect, to such extension, no Default or Event of Default exists.
