Extension Conditions. Section 7.1(b) FCC.................................. Section 3.1(c)(iii) FCC Consents......................... Section 6.1(c) Final Order.......................... Section 8.10(e) Form of Election..................... Section 1.7(e) GAAP..............................
Extension Conditions. The one (1) year extension option will be conditioned upon: (i) no monetary or material non-monetary event of default existing with respect to the Mortgage Loan at the time of the extension, (ii) Borrower having requested the Term extension not less than 60 days nor more than 150 days prior to the then existing maturity date, (iii) Borrower paying an extension fee at the time of the extension in the amount of 1.0% of the outstanding principal amount of the Mortgage Loan at the time of the extension, and (iv) the debt service coverage ratio for the Mortgage Loan, calculated based on the trailing twelve month Actual Net Cash Flow (subject to a 4% FF&E and replacement reserve) of the Properties and a 10.5% underwriting constant (the "DSCR") being not less than 1.35 times, which DSCR will be calculated 30 days after Lender's receipt of Borrower's extension request. To the extent the DSCR test is not met, Borrower will be permitted to pay down the Mortgage Loan to bring it into compliance. The term "Actual Net Cash Flow" when used herein shall mean, for the relevant calculation period, the aggregate gross revenues of the Properties minus the aggregate operating expenses, fixed expenses and fees attributable to the management and operation of the Properties. For purposes of calculating Actual Net Cash Flow, "gross revenues" shall mean actual revenues received from hotel departments, including but not limited to room rental, food and beverage operations, telecommunications, health club, golf, tennis, business center activities, retail, parking and any other related activities. Non-recurring revenues will not be included in gross revenues. For purposes of calculating Actual Net Cash Flow, "operating expenses", "fixed expenses" and "fees" shall include all expenses paid in connection with the operation and management of 220 EXHIBIT A Page 3 the Properties, and will additionally include all accrued but unpaid expenses associated with real estate taxes and insurance. For purposes of calculating operating expenses, fixed expenses and fees, franchise and management fees will be included at the higher of the actual amount paid or the contractual amount.
Extension Conditions. Section 7.1(b)
Extension Conditions. The following conditions shall constitute Extension Conditions, the timely satisfaction of each and every one of which during the Extension Period shall be a condition to all agreements of Lender hereunder:
(a) Each Obligor duly and punctually observes, performs and discharges each and every obligation and covenant on its part to be performed under this Agreement;
(b) No Event of Default occurs or exists (other than the Stipulated Defaults that are in existence on the date hereof) and each Obligor strictly complies with all of the terms, conditions and covenants contained in each of the Loan Documents that are applicable to such Obligor;
(c) No Insolvency Proceeding is commenced by or against either Obligor;
(d) No material adverse change occurs in either Obligor's business, prospects or financial condition after the date hereof;
(e) All of the Obligations are Paid in Full on or before the last day of the Extension Period;
(f) Guarantor does not attempt to revoke or terminate, or dispute Guarantor's liability under, Guarantor's Guaranty;
(g) No representation or warranty made by either Obligor in this Agreement proves to have been false or misleading in any material respect;
(h) Borrower is able to pay and does pay, as the same shall become due and payable, all debts incurred by Borrower on or after the date hereof;
(i) No Person to whom Borrower is indebted for money borrowed accelerates the maturity or demands payment of such indebtedness, in whole or in part;
(j) On or before the first Business Day after execution of this Agreement, the Partial Payment, the New LC and the Expense Reimbursement are delivered to Lender; and
(k) Borrower diligently and in good faith attempts to procure Take-Out Financing on or before the last day of the Extension Period and periodically apprises Lender of the status of its attempts to procure such Take-Out Financing.
Extension Conditions. The extension of the Term of the Original Lease to December 31, 2007 by Landlord and the effectiveness of the other modifications contemplated hereby is subject to the satisfactory performance by Tenant of the following conditions:
(i) the representations set forth in Section 4(a) hereof are true, correct and complete; and
(ii) no default or Event of Default by Tenant shall have occurred under the Lease and be continuing.
Extension Conditions. Section 6.1(b) FAA.............................................................................
Extension Conditions. As contemplated in the definition of Final Repurchase Date, and subject in each case to the satisfaction of each of the applicable conditions set forth below (the “Extension Conditions”), Buyer agrees that (a) the First Stated Final Repurchase Date shall be extended to the Second Stated Final Repurchase Date, (b) the Second Stated Final Repurchase Date shall be extended to the Third Stated Final Repurchase Date, and (c) the Third Stated Final Repurchase Date shall be extended to the Fourth Stated Final Repurchase Date. Such extensions, if occurring, will be deemed to occur and take effect as of the last day of the term being so extended. Such extensions shall only occur, however, if (i) as of the effective date of each such extension, no unwaived Event of Default shall have occurred, (ii) with respect to an extension to the Third Stated Final Repurchase Date, as of the effective date of each such extension, (A) the aggregate Repurchase Price in respect of all Purchased Assets does not exceed $100,000,000, and (B) the aggregate Repurchase Price in respect of all Purchased Assets does not exceed 65% of the outstanding principal balance of Purchased Assets consisting of Mortgage Loans that are Eligible Assets, (iii) with respect to an extension to the Fourth Stated Final Repurchase Date, as of the effective date of each such extension, (A) the aggregate Repurchase Price in respect of all Purchased Assets does not exceed $50,000,000, and (B) the aggregate Repurchase Price in respect of all Purchased Assets does not exceed 55% of the outstanding principal balance of Purchased Assets consisting of Mortgage Loans that are Eligible Assets; and (iv) Sellers shall not have delivered a written notice to Buyer stating that it is the intention of Sellers that such extension shall not occur. The failure of the Sellers to deliver such written notice of non-extension shall be deemed to constitute, as of the effective date of the intended extension, a representation and warranty of the Sellers to Buyer that each applicable Extension Condition has been satisfied as of such date.
Extension Conditions. If each of the following conditions (collectively, the "Extension Conditions") is satisfied on or before September 27, 2002, the Borrower shall pay to the Administrative Agent for its account and the account of the Lenders, a fee of $100,000 on September 27, 2002:
(i) the Parent reports "EBITDA" (as such term is defined in the Credit Agreement as in effect on the Closing Date) for the eleven months ended August 31, 2002 of not less than $23,900,000;
(ii) the Parent provides the Administrative Agent a cash flow forecast in reasonable detail from September 27, 2002 through January 31, 2003, showing that the Parent's available financial resources are sufficient to meet the Parent's obligations as they become due during the same period;
(iii) as soon as available but in any event not later than 12:00 noon (Chicago time) on September 26, 2002, the Parent provides the Administrative Agent with copies of letters of interest and/or formal proposals from economically viable potential buyers of assets, operating units or any combination thereof or lenders or providers of junior capital, reasonably satisfactory to the Administrative Agent (and the Administrative Agent agrees to inform the Borrower as promptly as practicable, but in any event no later than 12:00 noon, Chicago time, on September 30, 2002, whether any such letters of interest and/or formal proposals are reasonably satisfactory to it), to provide for the repayment of the "Loans" and reductions of the "Revolving Credit Commitment" (as such terms are defined in the Credit Agreement as in effect on the Closing Date) in an aggregate amount not less than $100,000,000 by no later than December 31, 2002, on terms and conditions and pursuant to documentation satisfactory to the "Lenders" or "Required Lenders" (as such terms are defined in the Credit Agreement as in effect on the Closing Date) and the Parent indicates in writing to the Administrative Agent that it will pursue such proposals;
(iv) the Parent delivers to the Administrative Agent copies of its budget for the fiscal year ending September 30, 2003 that has been approved by the Parent's board of directors; and
Extension Conditions. If, by 15 June 2019, the Borrower can demonstrate to the satisfaction of the Agent that either:
(a) the Unsecured Senior Notes have been fully repaid and/or refinanced; or
(b) the Borrower maintains Cash and Cash Equivalents on a consolidated basis of not less than the aggregate of the 150 per cent. of the Minimum Liquidity and the amount of principal and interest then outstanding under the Unsecured Senior Notes, the Agent shall notify the Borrower that it agrees to extend the Maturity Date to the Extended Maturity Date in respect of each Tranche and such Maturity Date shall be extended to the Extended Maturity Date subject to receipt by the Agent of the fee referred to in paragraph (d) of Clause 20.1 (Arrangement, commitment, agency fees and maturity extension fees)."; (h) by adding the words "or, if the Extension Conditions are met, the Extended Maturity Date, as the case may be" after the words "Maturity Date" at the end of paragraph (b)(iii) of clause 11.21 (use of proceeds and Intercompany Loans) of the Loan Agreement;
(i) by deleting clause 12.4 (dividends) of the Agreement and replacing it with the following new clause 12.4 (dividends):
Extension Conditions. 785 At the City’s sole discretion, without negotiation, and with no change in compensation other than as provided for in 786 Article 11, the Term of this Agreement may be extended by written notice of the City, without need of written 787 amendment, for up to sixty (60) months in one (1) or more periods specified by the City. If the City elects to exercise 788 this option to extend the Term under this Agreement, the City shall give written notice of its election to Contractor 789 no less than one hundred eighty (180) Days prior the then existing expiration date specifying the number of months 790 by which the City wishes to extend the Term. 791 The City has no obligation to renegotiate, renew, or extend the rights granted to Contractor beyond the initial Term 792 of the Agreement. 793 ARTICLE 5 794 FACILITY OPERATIONS 795 5.1 Overview of Scope
