Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 15 contracts
Samples: Revolving Credit Agreement (Dominion Energy, Inc), Revolving Credit Agreement (Dominion Energy, Inc), Revolving Credit Agreement (Dominion Energy South Carolina, Inc.)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the The Borrowers may request shall have an option to extend the then-applicable Stated Maturity Date (the “Existing Maturity Date”) then in effect for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension additional terms of Maturity Date Request”) 364 days each, subject to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary satisfaction of the Closing Date, so long as following conditions precedent:
(ia) each of the Lenders and Administrative Agent consent to such extension in their sole discretion;
(b) as of the effective date of such extension, the representations and warranties contained in Section 7 set forth herein and in the other Credit Loan Documents shall be are true and correct in all material respects on with the same force and as of the date of such notice and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (orexcept to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, if any with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition;
(c) the Borrowers shall have paid an extension fee, in an amount to be agreed to by the Lenders and warranty is expressly stated to have been made as of a specific date, as the Borrowers at the time of such specific date) and extension, to Administrative Agent for the benefit of the Lenders, payable to each such Lender ratably based on its share of the Commitments subject to extension;
(iid) no Potential Default or Event of Default shall have occurred and be continuing on the date of such on which notice and as of is given in accordance with the commencement date of following clause (e) or on the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing initial Stated Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.Date;
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (iie) the Borrowers shall have submitted delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant Agent prior to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers effectiveness of any extension of to the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.Date; and
(cf) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice delivered an Extension Request with respect to the Stated Maturity Date to Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(cless than thirty (30) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee Stated Maturity Date then in effect, or such shorter time as agreed by Administrative Agent in its sole discretion (which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed promptly forwarded by Administrative Agent to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating each Lender).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 11 contracts
Samples: Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.)
Extension of Maturity Date. (a) On any anniversary The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Closing Maturity Date prior of any class of Loans and Commitments to the Maturity Dateextended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable class of Loans and Commitments that will be subject to the Extension (which shall be in minimum increments of $100,000,000 and a minimum amount of $500,000,000), (ii) set forth the Borrowers may request date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the then-date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant class of Commitments to which such Extension relates. Each Lender of the applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period class shall be offered (an “Extension PeriodOffer”) an opportunity to participate in such Extension on a pro rata basis and on the date that is one year after same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, the Existing Maturity Date Administrative Agent and the Borrower. Each Lender shall make a determination (the “Requested Maturity Date”); provided that the Borrowers may in its sole and absolute discretion) as to whether or not it will agree to extend the Maturity Date as requested; provided, however, that failure by any Lender to make a timely response to the Borrower’s request for an Extension shall be deemed to constitute a refusal by such Lender to extend the Maturity Date. If the aggregate principal amount of Loans and Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum two (2) aggregate principal amount of Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Periods. Offer.
(b) The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) following shall be conditions precedent to the Administrative Agent not less than 30 days and not more than 90 days prior to effectiveness of any anniversary of the Closing Date, so long as Extension: (i) each no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained set forth in Section 7 Article V and in the each other Credit Documents Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such notice Extension, (iii) the L/C Issuers and as the Swing Line Lender shall have consented to any Extension of the commencement Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section.
(c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the relevant Extension Period Maturity Date, respectively, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the borrower of the Extended Commitments shall be the same as if made the Borrower with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Loans, or reductions of Extended Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Loans and as Commitments (other than upon the maturity of each date (or, if any such representation the non-extended Loans and warranty is expressly stated to have been made as of a specific date, as of such specific dateCommitments) and (iivi) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as terms of the commencement date of Extended Commitments shall be substantially identical to the relevant Extension Period. Each Lenderterms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, acting in its sole discretionthe Borrower, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election and each applicable extending Lender shall execute and deliver to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers an Extension Amendment and such other documentation as the Administrative Agent of an election not shall reasonably specify to extend or fails to timely notify evidence the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateExtension. The Administrative Agent shall promptly notify (x) each Lender as to the Lenders effectiveness of each Extension. Any Extension Amendment may, without the consent of any Extension of Maturity Date Requestother Lender, (y) the Lenders effect such amendments to this Agreement and the Borrowers other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any extension such Extension, including any amendments necessary to establish Extended Commitments or Extended Loans as a new class or tranche of Commitments or Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers Administrative Agent and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Borrower in connection with the establishment of such extension, there are Terminating Lenders, new class or tranche (including to preserve the Borrowers may, at their own expense pro rata treatment of the extended and in their sole discretion non-extended classes or tranches and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect provide for the Continuing Lenders at reallocation of revolving credit exposure upon the time expiration or termination of such assignment. The Borrowers shall not be permitted to require a Lender to assign the commitments under any part of its interestsclass or tranche), rights and obligations under in each case on terms consistent with this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderSection.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 6 contracts
Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Extension of Maturity Date. (a) On any anniversary of Not earlier than 45 days prior to, nor later than 30 days prior to, the Closing Date prior to the then-effective Maturity Date, the Borrowers Borrower may request by Requisite Notice (as defined below) made to extend the then-applicable Maturity Date Agent (which shall promptly notify the “Existing Maturity Date”Lenders) for an additional a one-year extension of the Maturity Date. Such request shall include a certificate signed by a Responsible Officer (as defined below) stating that (i) the representations and warranties contained in Article VI are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default has occurred and is continuing. Each Lender shall notify the Agent by Requisite Notice by the date specified by the Agent (which date shall be a Business Day and shall not be less than 15 Business Days prior to, nor more than 30 days prior to, the then Maturity Date) that either (A) such Lender declines to consent to extending the Maturity Date or (B) such Lender consents to extending the Maturity Date. Any Lender not responding within the above time period shall be deemed not to have consented to extending the Maturity Date. The Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section.
(b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (a “Declining Lender”), provided that (i) no Default or Event of Default has occurred and is continuing at such time and (ii) the Required Lenders are non-Declining Lenders, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Agent under Section 11.3(b) and any expense pursuant to Section 4.3) and in its sole discretion, require such Declining Lender to transfer and assign in whole (but not in part) without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)) all of its interests, rights and obligations under this Agreement to an “Extension Period”Eligible Assignee, which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (B) the assigning Declining Lender shall have received in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Advances hereunder held by such assigning Declining Lender and all other amounts owed to such assigning Declining Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4.
(c) If the conditions set forth in subsection (b) above have been satisfied, the Maturity Date shall be extended (solely with respect to the non-Declining Lenders) to the date that is one year after the Existing then-effective Maturity Date Date, effective as of the date to be determined by the Agent and the Borrower (the “Requested Maturity Extension Decision Date”); provided that , and the Borrowers may extend Agent shall promptly notify the Lenders thereof. On or prior to the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in Decision Date, the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall deliver to the Administrative Agent, in form and substance satisfactory to the Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Lenders (i) each the resolutions of the Board of Directors of the Borrower authorizing such extension, certified as in effect as of the Maturity Extension Decision Date and the related incumbency certificate of the Borrower, (ii) new or amended promissory notes, if requested by any new or affected Lender, evidencing the new or revised Commitment of such Lender, (iii) a certificate of the Borrower stating that on and as of such Maturity Extension Decision Date, and after giving effect to the extension to be effective on such date, (A) the representations and warranties contained set forth in Section 7 and in the other Credit Documents shall be Article VI are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iiB) no Default or Event of Default is continuing. The Agent shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election distribute an amended Schedule I to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender this Agreement (which shall not timely notify the Borrowers and the Administrative Agent of its election thereafter be incorporated into this Agreement), to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (reflect any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such changes in Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C each Lender’s Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderPercentage.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.For purposes of this Section:
Appears in 5 contracts
Samples: Credit Agreement (Wisconsin Energy Corp), Credit Agreement (Wisconsin Energy Corp), Credit Agreement (Wisconsin Energy Corp)
Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Effective Maturity Date”) for an additional one-year period request (an “Extension PeriodRequest”) that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Response Date”) which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (with a copy to the Agent) whether or not it consents to such Extension Request (which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided, that any Lender that fails to so advise the Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary contemplated by an Extension Request shall become effective as of the Closing applicable Effective Maturity Date; provided, so long as that (i) all of the Lenders shall have consented to such Extension Request; and (ii) (x) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 4 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Extension of Maturity Date. (a) On any anniversary The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Closing Date prior maturity date of any Class of Loans and Commitments to the Maturity Dateextended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum principal amount of $50,000,000 or any whole multiple of $10,000,000 in excess thereof except that such amount may be less than $50,000,000 and need not be in a whole multiple of $10,000,000 if such amount represents the remaining amount of the Class to be extended), (ii) set forth the Borrowers may request date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the then-date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period Class shall be offered (an “Extension PeriodOffer”) an opportunity to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) participate in such Extension Periods. The Borrowers may make on a pro rata basis and on the same terms and conditions as each other Lender of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent not less than 30 days and not more than 90 days prior the Borrowers. If the aggregate principal amount of Revolving Credit Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans, as applicable, subject to any anniversary the Extension Offer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans, as applicable, of Lenders of the Closing Date, so long as applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(b) The following shall be conditions precedent to the effectiveness of any Extension: (i) each no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained set forth in Section 7 Article V and in the each other Credit Documents Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orExtension, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower specifically refer to an earlier date, in or pursuant to the Credit Documents are which case they shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and except that for purposes of this Section 2.20(b), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (y) no Default or Event b), respectively, of Default by each Borrower has occurred and is continuingSection 6.04, then (Aiii) the Commitments L/C Issuers and the Swing Line Lender shall have consented to any Extension of the Lenders other than Terminating Lenders (the “Continuing Lenders”Revolving Credit Commitments, each a “Continuing Lender”) shall, subject to the other provisions extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extended Revolving Credit Commitments and Extended Term Loans shall comply with paragraph (c) of this Credit Agreement, Section.
(c) The terms of each Extension shall be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from determined by the Borrowers, the Administrative Agent and as to such the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the term “Maturity Date”, as used herein, final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan shall on and be no earlier than one year after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date of the applicable Class of Facility that is being extended, (ii)(A) there shall be no scheduled amortization of the next succeeding Business Day loans or reductions of commitments under any Extended Revolving Credit Commitments and (B) the Commitments and L/C Commitment share (if applicable) average life to maturity of the Terminating Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term Loans and the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be the same as the Borrowers and Guarantors with respect to the existing Revolving Credit Loans or Term Loans, as applicable, (iv) the interest rate margin, rate floors, interest rate indexes and adjustments, fees, original issue discount and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Borrowers and the applicable extending Lenders shall continue until (and, with respect to any interest rate indexes and adjustments, the Existing Maturity Date Administrative Agent), (v)(A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and shall then terminate(B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Credit Commitments, and as participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments) and (vi) the terms of the Extended Revolving Credit Commitments shall be substantially identical to the Terminating Lendersterms set forth herein (except as set forth in clauses (i) through (v) above).
(d) In connection with any Extension, the term “Maturity Date”Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as used herein, the Administrative Agent shall continue reasonably specify to mean evidence the Existing Maturity DateExtension. The Administrative Agent shall promptly notify (x) each Lender as to the Lenders effectiveness of each Extension. Any Extension Amendment may, without the consent of any Extension other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Maturity Date Requestthe Administrative Agent and the Borrowers, (y) to implement the Lenders terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments or Extended Term Loans as a new Class or tranche of Revolving Credit Commitments or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with the establishment of such extensionnew Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior each case on terms consistent with this section. This Section 2.20 shall supersede any provisions in Section 2.13 or Section 10.01 to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lendercontrary.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 4 contracts
Samples: Specified Acquisition Loan Joinder (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)
Extension of Maturity Date. (a) On any anniversary The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Closing Date prior to Lenders), not less than 60 days in advance of the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date in effect at such time (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to ), request that the date that is one year after Lenders extend the Existing Maturity Date (to the “Requested Maturity Date”); provided that the Borrowers may extend the first anniversary of such Existing Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty date is expressly stated to have been made as of not a specific dateBusiness Day, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodimmediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such date is not a date 30 days after its receipt of any such notice from Business Day, the Administrative Agentimmediately following Business Day (the “Response Date”), notify the Borrowers and advise the Administrative Agent in writing of its election to extend whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date with respect is referred to its Commitment. Any herein as a “Non-extending Lender”; provided, that any Lender which shall that does not timely notify the Borrowers and advise the Administrative Agent of its election consent to extend such requested extension by the Existing Maturity Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the be a Non-extending Lender. The Administrative Agent of an election not to extend or fails to timely shall notify the Borrowers and Borrower, in writing, of the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, ’ elections promptly following the “Terminating Lenders”)Response Date. The election of any Lender to agree to a requested such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties any request made by each the Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as for an extension of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Requestmay be extended no more than two times pursuant to this Section 2.22.
(b) (i) If, (y) by the Response Date, Lenders and holding Commitments that aggregate 50% or more of the Borrowers of any extension of Aggregate Commitment shall constitute Non-extending Lenders, then the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part extended and the outstanding principal balance of its interests, rights all Loans and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) other amounts payable hereunder shall be deemed to have consented to payable, and the applicable Extension of Maturity Date Request and, therefore, Commitments shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereonterminate, on the Existing Maturity Date with respect in effect prior to such Terminating Lenderextension.
Appears in 4 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.11, without the consent of the Closing Date prior to the Maturity DateAdministrative Agent, the Borrowers may request Majority Lenders, the Combined Majority Lenders or the Combined Term Majority Lenders, agree with one or more Lenders to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two period of not less than six months then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (2including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.11, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension PeriodsOffer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrowers may make such request in a notice given as herein provided Borrower and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.11. In connection with any Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Closing Date, so long as applicable due date shall be deemed to have rejected such Extension.
(b) Each Extension shall be subject to the following:
(i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension;
(ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer;
(iii) the final maturity date of the Extension Loans shall be later than the final Maturity Date of the Loans that are not being so extended, and the weighted average life to maturity of the Extension Loans shall be no shorter than the weighted average life to maturity of the applicable Loans subject to an Extension Offer that are not so extended;
(iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer;
(v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing;
(vi) any applicable Minimum Extension Condition shall be satisfied;
(vii) no more than four Maturity Dates (including, for the avoidance of doubt, Maturity Dates applicable to Incremental Loans) may be effectuated hereunder; and
(viii) no Extension shall become effective unless, on the proposed effective date of such notice and as of the commencement date of the relevant Extension Period. Each LenderExtension, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x1) the representations and warranties made by each Borrower in or pursuant to the Credit Documents contained herein are true and correct in all material respects on and as of the applicable date thereof (orof such Extension to the same extent as though made on and as of that date, if any except to the extent such representation representations and warranty is expressly stated warranties specifically relate to an earlier date, in which case such representations and warranties shall have been made as of a specific date, true and correct in all material respects on and as of such specific earlier date) ; and (y2) no Default event shall have occurred and be continuing or would result from the consummation of the applicable Extension that would constitute an Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderDefault.
(c) In The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $50,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the Maturity Date shall provisions of Section 2.09 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.11, including to any payment of interest or fees in respect of any Loans that have been extended for the Continuing Lenders pursuant to an Extension at a rate or rates different from those paid or payable in accordance with paragraph 2.8(b) above andrespect of Loans not extended pursuant to such Extension Offer, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent each case as is set forth in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable relevant Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderOffer.
(d) Revolving The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans or L/C Obligations owing created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.11, and any Terminating Lender such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Existing Maturity Date Lenders. The term of any Extension Amendment shall be binding upon only the Lenders agreeing to participate in the Extension Offer and then, only with respect to the Extension Loans of such Terminating Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be repaid in full, Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with accrued interest and all other amounts then due applicable Obligations under this Agreement and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderother Loan Documents.
Appears in 3 contracts
Samples: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.), Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Extension of Maturity Date. The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by one (a1) On any anniversary of year. The Borrower may exercise such right only by executing and delivering to the Closing Date Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to year effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to 0.15% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) 2.19). At any time prior to the Borrowers and the Lenders effectiveness of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 3 contracts
Samples: Unsecured Revolving Credit Agreement (First Industrial Lp), Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc), Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and no more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Company may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) by submitting to the date that is one year after Agent an Extension Request containing the Existing Maturity Date (information in respect of such extension specified in Exhibit 2.20, which the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsAgent shall promptly furnish to each Bank. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent Each Bank shall, not less than 30 days and not more than 90 60 days prior to the Maturity Date then in effect, notify the Company and the Agent of its election (in its sole and absolute discretion) to extend or not extend the Maturity Date as requested in such Extension Request. Notwithstanding any anniversary provision of this Agreement to the contrary, any notice by any Bank of its willingness to extend the Maturity Date shall be revocable by such Bank in its sole and absolute discretion at any time prior to the date that is 30 days prior to the Maturity Date then in effect. If all Banks shall approve in writing the extension of the Closing DateMaturity Date requested in such Extension Request, so long as the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each of the representations and warranties contained in extension pursuant to this Section 7 and in the other Credit Documents 2.20 shall be true and correct in all material respects on and as for a maximum of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 364 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall not be extended beyond the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) second anniversary of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing original Maturity Date. If, not less than 30 days and not more than 60 days prior to the Maturity Date then in effect, all Banks shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders Banks and the Borrowers Company of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender2.20.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 3 contracts
Samples: Credit Agreement (Group Maintenance America Corp), Credit Agreement (Group Maintenance America Corp), Credit Agreement (Group Maintenance America Corp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more the Required Lenders (including in the determination thereof the Commitments of all Terminating Lenders on such date) shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date Date, and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Dominion Resources Inc /Va/), Revolving Credit Agreement (Virginia Electric & Power Co), Revolving Credit Agreement (Dominion Resources Inc /Va/)
Extension of Maturity Date. (a) On any anniversary of Not earlier than one year after the Closing Date Date, nor later than sixty (60) days prior to the Maturity Date, the Borrowers may Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request to extend a one-year extension of the then-applicable Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.
(b) The Maturity Date shall be extended only if the Required Lenders (calculated prior to giving effect to any replacements of Lenders permitted herein) (the “Existing Extending Lenders”) have consented thereto. If so extended, the Maturity Date”) for an additional one-year period (an “Extension Period”) , as to the Extending Lenders, shall be extended to the date that which is one year after the Existing Maturity Date (then in effect, effective as of the “Requested Maturity Date”); provided that date the Borrowers may extend Administrative Agent has received the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(adocuments required to be delivered by Section 2.17(c)(ii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date.
(c) Notwithstanding the foregoing, the extension of the Maturity Date Request”pursuant to this Section shall not be effective with respect to any Lender unless:
(i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be);
(ii) the Borrower shall deliver to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary (A) copies of resolutions certified by a Responsible Officer of the Closing DateBorrower, so long or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (iB) each a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Effective Date certifying that (1) before and after giving effect to such extension, the representations and warranties contained in Section 7 Article V and in the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the date thereof (orExtension Effective Date, if any except to the extent that such representation representations and warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, in which case they were true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such specific earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (yb) of Section 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to clauses (a) and (b), respectively, of Section 6.1 and (2) before and after giving effect to such extension no Default exists or Event will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as the case may be);
(iii) The Borrower shall pay any Loans outstanding on the Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of Default all the Lenders effective as of the Extension Effective Date;
(iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and
(v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by each Borrower has occurred and is continuingthe preceding clause (iii), then (A) the Total Outstandings exceed the Commitments of the Extending Lenders other than Terminating Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the “Continuing Non-Extending Lenders”, each a “Continuing Lender”) shall, subject ’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the other provisions of this Credit Agreementpreceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, be extended to the Requested Maturity Date specified purchase participations in the Extension of Maturity Date Request from the BorrowersSwingline Loans, and as purchase participations in L/C Obligations with respect to Letters of Credit issued after such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13.
(e) This Section shall supersede any provisions in Section 2.6 or L/C Obligations owing 10.1 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 3 contracts
Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Inc.), Revolving Credit Agreement (PBF Logistics LP)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred exists as of the date of the request, the Borrower may, by irrevocable written notice ("Request") to the Administrative Agent and be continuing on each Lender delivered no earlier than 60 days and no later than 30 days before the then-applicable Maturity Date, request the Lenders to extend the Maturity Date to the date that is 364 days after the then-current Maturity Date. Each Lender shall, no later than 20 days after the date of such Request, give written notice and as of to the commencement date of Administrative Agent stating whether such Lender agrees to extend the relevant Extension Period. Each LenderMaturity Date, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and . If the Administrative Agent in writing receives such agreement by such date from each of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) provided there exists no Default or Event of Default by each Borrower has occurred and is continuing, then (A) on the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested then-current Maturity Date, provided that if such date is not a Business Day, then such Requested the Maturity Date shall be extended for 364 days and the next succeeding Business Day Administrative Agent shall promptly notify the Lenders and (B) the Commitments and L/C Commitment share (if applicable) Borrower of such extension. If any Lender fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Lenders shall agree to such extension, the extension contemplated in this Section may nonetheless occur with respect to the consenting Lenders, provided that any such extension shall be conditioned upon an agreement to such extension by Lenders with at least 75% of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateaggregate Commitments. The Administrative Agent shall promptly notify (x) the Borrower and each of the Lenders of any Extension of as to which Lenders have agreed to such extension and as to the new Maturity Date Requestas a result thereof, (y) or that such extension shall not occur, as the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) case may be. In the event that the Maturity Date shall have been is extended for by some but not all of the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the existing Maturity Date in effect for any Lender not extending (each a "Non-Continuing Lenders; providedLender"), however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time repay all Loans of such assignment. The Borrowers Non-Continuing Lender, together with all accrued and unpaid interest thereon, and all fees and other amounts (including amounts arising under Section 3.05(a)) owing to such Non-Continuing Lender, and upon such payment each such Non-Continuing Lender shall not be permitted cease to require constitute a Lender to assign any part of its interestshereunder, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date except with respect to such Terminating Lender the indemnification provisions of this Agreement, which shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect survive as to such Terminating Non-Continuing Lender.
Appears in 2 contracts
Samples: Credit Agreement (Harris Corp /De/), Credit Agreement (Harris Corp /De/)
Extension of Maturity Date. (a) On any anniversary of The Borrower may, by notice to the Closing Date Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect hereunder (the “Existing Maturity Date”) for and not later than 30 days prior to the Existing Maturity Date, request an additional one-year period extension of the Maturity Date (an a “Extension PeriodMaturity Date Extension”) for one additional year from the Existing Maturity Date; provided that the Borrower may request (i) only two such extensions during the term of this Agreement and (ii) only one extension during any calendar year.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is one year after 15 days prior to the Existing Maturity Date (the “Requested Maturity Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such Maturity Date Extension and the application thereof to its Committed Amount (and each Lender that determines not to so extend its Committed Amount (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date)); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to any Lender that does not so advise the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of on or before the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-Extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree to such requested extensionso agree.
(bc) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.21 no later than the day after the Notice Date (or, if such date is not a Business Day, on the next following Business Day).
(d) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more institutions (each, an “Additional Commitment Lender”) as provided in Section 2.19(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Committed Amount (and, if any such Additional Commitment Lender is already a Lender, such Committed Amount shall be in addition to such Lender’s existing Committed Amount hereunder on such date).
(e) If (and only if if) the total of (i) one or more the Committed Amounts of the Lenders shall that have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing such Maturity Date Extension and the application thereof to their Committed Amounts (each, an “Extending Lender”) and (ii) the Borrowers additional Committed Amounts of the Additional Commitment Lenders shall have submitted be greater than 50% of the aggregate amount of the Committed Amounts in effect immediately prior to the Notice Date, then, effective as of the Existing Maturity Date, the Maturity Date of the Committed Amounts of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, each Maturity Date Extension shall not be effective unless:
(i) Section 2.21(e) is satisfied;
(ii) the Borrower shall deliver to the Administrative Agent, on the commencement date of the relevant Extension Period, Agent a certificate of the Borrowers, substantially in Borrower dated as of the form effective date of Exhibit 2.8(b) (the “Extension of such Maturity Date Certificate”)Extension, stating that signed by a Responsible Officer of the Borrower, (xA) certifying and attaching the resolutions adopted by the General Partner on behalf of the Borrower approving or consenting to such Maturity Date Extension and (B) certifying that, before and after giving effect to such Maturity Date Extension, (1) the representations and warranties made by each Borrower contained in or pursuant to Article III and the Credit other Loan Documents are true and correct in all material respects on and as of such date (except to the date thereof (orextent such representations and warranties are already qualified as to materiality, if any in which case such representation representations and warranty is expressly warranties shall be accurate and complete in all respects), except to the extent that such representations and warranties are stated to have been made as of relate to a specific earlier date, in which case they are true and correct in all material respects as of such specific dateearlier date (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects), and except that for purposes of this Section 2.21, the representations and warranties contained in subsections (a) and (yb) of Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, (2) since the date of the most recent annual financial statements delivered pursuant to Section 5.01(a), there has been no event, circumstance or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, and (3) no Default or Event of Default by each Borrower has shall have occurred and is be continuing, then ;
(Aiii) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall deliver or cause to be delivered to the Administrative Agent any legal opinions or other provisions of this Credit Agreement, be extended to documents reasonably requested by the Requested Administrative Agent in connection with such Maturity Date specified in the Extension of Maturity Date Request from the BorrowersExtension;
(iv) with respect to each Non-Extending Lender, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent , the Borrower shall promptly notify prepay (xprovided that any such prepayment shall be subject to Section 2.16) the Lenders of any Extension of Maturity Date Request, (y) the Lenders all Secured Obligations owing to such Non-Extending Lender and the Borrowers of Committed Amounts shall be reduced by an amount equal to such Non-Extending Lender’s Committed Amount (except as provided in Section 2.21(d));
(v) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Loans in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date pursuant to this Section 2.8 and Date, each Lender will hold its pro rata share (zbased on its share of the revised Committed Amounts) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.outstanding Loans; and
(cvi) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on the Existing Maturity Date, require the Borrower shall prepay (provided that any Terminating Lender such prepayment shall be subject to transfer and assign its interestsSection 2.16) one or more existing Loans or cash collateralize Letters of Credit in an amount necessary such that, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in after giving effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in extension of the case Existing Maturity Date, the aggregate amount of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be LC Exposure outstanding plus the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers Loans outstanding shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless exceed the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderaggregate Committed Amounts.
(dg) Revolving Loans or L/C Obligations owing This Section 2.21 shall supersede any provisions in Section 2.18(c) to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Genesis Energy Lp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior By notice to the Administrative Agent not earlier than 90 days nor later than 30 days before the Original Maturity Date, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Original Maturity Date (the “Requested "Extended Maturity Date”"); provided that (a) the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.20% (20 basis points) of the aggregate outstanding principal amount of the Loans as of the Original Maturity Date, so long as and (b) the following conditions shall be satisfied:
(i) each Each of the representations and warranties contained made by the Loan Parties in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date) and ;
(ii) no (A) No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (B) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 8.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(a)); and
(iii) The Borrower shall have prepaid the Loans in an aggregate amount since the Borrowing Date of at least an amount equal to the lesser of (A) $165,000,000 and (B) if the aggregate principal amount of the Loans on the Borrowing Date (the "Initial Loan Amount") is less than $650,000,000, the product of the Initial Loan Amount times 0.25. The request for an extension under this Section 12.8 shall constitute a representation and warranty by the Borrower as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 12.8 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as a Responsible Officer of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Restatement Date (the “Existing Maturity Current Anniversary Date”) to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Maturity Date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Bank), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Banks’ decisions. No Maturity Date of any Bank shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents 5 are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as and that no state of such specific date) and (y) no facts constituting a Default or an Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to . Any Bank which does not give such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Bank does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Bank”), and the Maturity Date Request andhas been extended for the other Bank(s) (the “Extending Banks”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Bank with one or more third party financial institutions acceptable to the Administrative Agent or increase the Commitment of an Extending Bank, in an amount equal to the amount of the Commitments of the Declining Banks, provided that, as provided in Section 2.13, the Extending Banks shall not have the right to increase their Commitments ratably up to the amount of the Declining Banks’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Banks.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Avery Dennison Corporation), Revolving Credit Agreement (Avery Dennison Corporation)
Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing definition of the term “Maturity Date” (the “Original Maturity Date”), Kimco may extend the Maturity Date prior to the Maturity Date, date one year after the Borrowers may request to extend the then-applicable Original Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2i) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Kimco shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.075% of the aggregate amount of the Revolving Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii), the following conditions shall be satisfied:
(a) each Each of the representations and warranties contained made by Kimco in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date; and
(i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by Kimco as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form a Responsible Officer of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Kimco to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing Date prior to the definition of "Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date " (the “Existing "Original Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”"); provided that , the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in to the form attached hereto as Exhibit 2.8(a) date one year after the Original Maturity Date (the “Extension of "Extended Maturity Date Request”Date"); provided that (i) the Borrowers shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.15% of the aggregate amount of the Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii) each the following conditions shall be satisfied:
(a) Each of the representations and warranties contained made by any Loan Party in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date.
(i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (g) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value and Value of Unencumbered Properties shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by the Borrowers as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Responsible Officer to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Kimco Realty Corp), Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. (a) On any The Borrower has requested the ability to extend the Maturity Date. The Borrower acknowledges and agrees that the Banks have no agreement or obligation to extend the Maturity Date. Notwithstanding the foregoing, the Borrower and the Banks have agreed upon the following procedure with respect to requests by the Borrower to extend the Maturity Date:
(i) The Borrower may request that the Banks extend the Maturity Date by one (1) year. If the Borrower desires to request that the Maturity Date be extended by one (1) year, the Borrower shall deliver written notice of such request to the Agent not earlier than the first anniversary of the Closing Date and not later than the date which is ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then effective Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “"Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”Request"); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make Agent shall provide a copy of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in Banks within ten (10) days after the other Credit Documents shall be true and correct in all material respects on and as of the date Agent's receipt of such notice and as notice. The Banks shall notify the Agent within forty-five (45) days of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative AgentAgent of such Bank's approval or rejection of the Extension Request. No Extension Request shall be deemed approved unless approved by all of the Banks, which approval may be granted or withheld in each Bank's sole and absolute discretion. In the event that a Bank shall fail to respond in writing to the Agent within such forty-five (45) day period, such Bank shall be deemed to have rejected the Extension Request. The Agent shall promptly notify the Borrowers and Borrower of the Administrative Agent in writing of its election to extend or not to extend responses received from the Existing Maturity Date Banks with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and Extension Request.
(ii) If the Administrative Agent Extension Request is approved by all of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to Banks as a “Terminating Lender” and all such Lenders, collectivelyprovided in Section 2.8(a)(i), the “Terminating Lenders”Borrower shall retain the right to request further one (1) year extensions in the manner provided in this Section 2.8(a). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during In the 30 day period referred to event that an Extension Request is approved as provided in Section 2.8(a) ), each and every such approval shall be conditioned upon satisfaction of the following conditions precedent, which terms shall be in addition to extend any terms and conditions which may be required by the Existing Maturity Date and (ii) the Borrowers shall have submitted Banks as a condition to the Administrative Agent, on the commencement date approval of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations Request and warranties made by each Borrower in or pursuant must be satisfied prior to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers effectiveness of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.:
Appears in 2 contracts
Samples: Revolving Credit Agreement (Meridian Industrial Trust Inc), Revolving Credit Agreement (Meridian Industrial Trust Inc)
Extension of Maturity Date. (a) On Each Lender’s Commitment may be extended, if at the time the conditions specified in Section 4.02 are met, in the manner set forth in this Section 2.24, on not more than two occasions (any anniversary of the Closing Date prior to the Maturity Datesuch occasion, the Borrowers may request to extend the then-applicable Maturity Date (the an “Existing Maturity Extension Date”) for an additional one-year a period (an “Extension Period”) to the date that is of one year after the Existing Maturity Date (date on which the “Requested Maturity Date”)Commitment of such Lender would have been terminated; provided that the Borrowers may extend the no such extension request shall result in a Maturity Date for a maximum two (2) such any Lender that is more than five years after the relevant Extension PeriodsDate. The Borrowers may make such If the Company wishes to request in a an extension of each Lender’s Commitment, it shall give notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to that effect to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing applicable Extension Date, so long as (i) whereupon the Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orrequest. Each Lender will use its best efforts to respond to such request, if any such representation and warranty is expressly stated to have been made as of a specific datewhether affirmatively or negatively, as it may elect in its discretion, within 15 days of such specific date) and request (ii) no Default or Event of Default shall have occurred and be continuing on such longer period as the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing of its election may reasonably agree) to the Administrative Agent. If any Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Lender shall be deemed to have rejected the Company’s proposal to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender , and only the Commitments of those Lenders which have responded affirmatively shall not timely notify the Borrowers and be extended, subject to receipt by the Administrative Agent of its election counterparts of an extension agreement in form reasonably satisfactory to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of and the Company (an election not to extend or fails to timely notify “Extension Agreement”), duly completed and signed by the Borrowers and Company, the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, of the “Terminating Lenders”)Lenders which have responded affirmatively. The election Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Commitments pursuant to this Section 2.24 shall be legally binding on any Lender to agree to a requested extension shall not obligate any other Lender to agree to party hereto unless and until such requested extensionExtension Agreement is so executed and delivered by Lenders having at least 51% of the aggregate amount of the Commitments.
(b) If and only if any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment (i) one or more Lenders this Agreement shall have agreed in writing during terminate on the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and with respect to such Lender, (ii) the Borrowers Borrower shall have submitted pay to such Lender on the Maturity Date any amounts due and payable to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable to the Administrative AgentAgent to become a Lender, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating or agree with an existing Lender that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, ’s Commitment shall be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Dateincreased, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) aggregate amount of the Commitments and L/C Commitment share (if applicable) following any designation or agreement may not exceed the aggregate amount of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Commitments as in effect immediately prior to the Terminating Lendersrelevant request. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.24(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. rights and obligations of a Lender with such a Commitment hereunder.
(c) The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Company of any the effectiveness of each extension of the Existing Maturity Date Commitments pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender2.24.
(d) Revolving Loans or L/C Obligations owing If, by reason of the operation of this Section 2.24, the Maturity Date of any Lender (a “Terminating Lender”) occurs prior to the Maturity Date of any other Lender, then (i) upon such earlier Maturity Date, the participations of the Terminating Lender on in all then outstanding Letters of Credit shall be reallocated among the Existing Maturity Date with respect other Lenders and/or cash collateralized in the same manner as contemplated by Section 2.23(b) and (ii) subject to such implementation of clause (i), the participation of the Terminating Lender in each then outstanding Letter of Credit shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderterminate.
Appears in 2 contracts
Samples: Credit Agreement (Cummins Inc), Credit Agreement (Cummins Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have has occurred and is continuing, the Company may, by written notice to Agent (with sufficient copies for each Bank) (which notice shall be continuing on irrevocable and which shall not be deemed effective unless actually received by Agent) prior to November 1, but not before October 1, of each fiscal year, request that the Banks extend the then applicable Maturity Date to a date of that is one year later than the Maturity Date, then in effect (each such notice and as of the commencement date of the relevant Extension Periodrequest, a "Request"). Each Lender, acting in its sole discretion, Bank shall, not later than a date 30 days after its receipt November 30th of any such fiscal year, give written notice from to the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not stating whether such Bank is willing to extend the Existing Maturity Date with respect to its Commitmentas requested. Any Lender which shall not timely notify If Agent has received the Borrowers and aforesaid written approvals of such Request from each of the Administrative Agent Banks, then, effective upon the date of its election to extend Agent's receipt of all such written approvals from the Existing Banks, as aforesaid, the Maturity Date shall be deemed not to have elected to extend so extended for an additional one year period, the Existing term Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers shall mean such extended date and the Administrative Agent of an election not to extend or fails to timely shall promptly notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Company that such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionhas occurred.
(b) If and only if (i) one or more Lenders shall have agreed in writing during any Bank gives the 30 day period referred to in Section 2.8(a) Agent written notice that it is unwilling to extend the Existing Maturity Date and as requested or (ii) any Bank fails to provide written approval to Agent of such a Request on or before November 30th of such fiscal year, the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (xw) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Banks shall be deemed to have consented declined to extend the Maturity Date, (x) the then- current Maturity Date shall remain in effect (with no further right on the part of the Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Banks to make Floor Plan Loans or Acquisition Loans hereunder shall terminate on the Maturity Date then in effect, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the applicable Extension of Maturity Date Request andthen in effect, therefore, and Agent shall not be a Terminating Lenderpromptly notify Company thereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Extension of Maturity Date. The Borrower shall have the right, exercisable two (a2) On any anniversary of times for the Closing Facility, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by a six-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to six-month period effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to 0.0625% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) 2.19). At any time prior to the Borrowers and the Lenders effectiveness of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Unsecured Revolving Credit Agreement (First Industrial Lp), Unsecured Revolving Credit Agreement (First Industrial Lp)
Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Restatement Date prior from and after the second anniversary of the Restatement Date (each such anniversary, “Current Anniversary Date”) to the Maturity DateAdministrative Agent (which shall notify each Lender of receipt of such request), the Borrowers may request propose to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Avery Dennison Corp), Credit Agreement (Avery Dennison Corp)
Extension of Maturity Date. The Maturity Date may be extended at the option of the Borrower as follows:
(a) On any anniversary of the Closing Date At least thirty (30) days but not more than ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable initial Maturity Date (the “Existing Maturity DateFirst Extension Notice Period”) for an additional ), the Borrower, by written notice to the Lender, may request a one-year period (an “Extension Period”) to extension of the date that is one year after the Existing initial Maturity Date (the “Requested First Extension”). The initial Maturity Date shall be extended to February 11, 2018 (the “First Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as upon (i) each the payment in cash on or prior to the initial Maturity Date of the representations and warranties contained portion of accrued interest that would otherwise be paid in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datekind under section 4(a)(ii) and (ii) the delivery by the Borrower to the Lender, at any time during the First Extension Notice Period or otherwise on or prior to the initial Maturity Date, of a certificate signed by an officer of the Borrower stating that no Default or Event of Default shall have has occurred and be is continuing on the date of or would result from such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only At least thirty (30) days but not more than ninety (90) days prior to the First Extended Maturity Date, if applicable (the “Second Extension Notice Period”), the Borrower, by written notice to the Lender, may request a second one-year extension of the Maturity Date (the “Second Extension”). The Maturity Date shall be extended to February 11, 2019 (the “Second Extended Maturity Date”) upon (i) one the payment in cash on or more Lenders shall have agreed in writing during prior to the 30 day period referred to in Section 2.8(a) to extend the Existing First Extended Maturity Date of the portion of accrued interest that would otherwise be paid in kind under section 4(b)(ii) and (ii) the Borrowers shall have submitted delivery by the Borrower to the Administrative AgentLender, at any time during the Second Extension Notice Period or otherwise on or prior to the commencement date First Extended Maturity Date, if applicable, of a certificate signed by an officer of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), Borrower stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request continuing or would result from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderextension.
(c) In As of the event that date of any applicable extension pursuant to this section 3, unless otherwise specified, any and all references in the Loan to the “Maturity Date” shall refer to the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderso extended.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Loan Agreement (Summit Hotel Properties, Inc.), Loan Agreement (American Realty Capital Hospitality Trust, Inc.)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers The Company may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) delivered to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the U.S. Administrative Agent not less than 30 days and not more than 90 days prior to any an anniversary of the Closing DateEffective Date request an extension of the Maturity Date to a date no later than the first anniversary of the Existing Maturity Date (as defined below) as specified in such Extension Notice (an “Extension”), so long as provided that (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Notice or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such LendersDate, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower set forth in or pursuant to the Credit Documents are Article III shall be true and correct in all material respects as if made on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Extension Notice and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Existing Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Biii) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders U.S. Administrative Agent shall continue until have received a certificate, dated the Existing Maturity Date and signed by the Chief Executive Officer, President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in clauses (i) and (ii) of this paragraph (a).
(b) The effectiveness of any Extension shall then terminaterequire the prior written consent of not less than the Required Lenders. The U.S. Administrative Agent shall promptly furnish a copy of the Extension Notice to each Lender, and shall request that each Lender either agree to such extension or not agree thereto within 20 days of delivery to such Lender of the Extension Notice; provided that any Lender that does not advise the U.S. Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed to be a Non-Consenting Lender as defined below. The decision to agree or withhold agreement to any Extension hereunder shall be at the sole discretion of each Lender. If Lenders constituting not less than the Required Lenders shall have agreed to extend the Maturity Date on or before the 20th day after the date of the Extension Notice, then the Maturity Date applicable to the Terminating Lenders, Lenders that shall so have agreed shall be the term “Maturity Date”, as used herein, shall continue to mean first anniversary of the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders Commitment of any Lender that has declined to agree to any requested Extension of (a “Non-Consenting Lender”) shall terminate on the Maturity Date Requestin effect prior to giving effect to any such Extension (the “Existing Maturity Date”), (y) the Lenders and the Borrowers principal amount of any extension outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable on the Existing Maturity Date and such Lender shall be released from its participation in such Letter of Credit effective on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, (i) the Company shall have the right, pursuant to this Section 2.8 2.19(b), to replace a Non-Consenting Lender with a Lender or other financial institution that will agree to an Extension and (zii) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date Company shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and any time prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign withdraw its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to request for an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on extension of the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given by written notice to the U.S. Administrative Agent Agent, in which case the case Commitments of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be all the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender will terminate on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 2 contracts
Samples: Credit Agreement (Sysco Corp), Credit Agreement (Sysco Corp)
Extension of Maturity Date. (a1) On any anniversary of the Closing Date prior The Borrower may, from time to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that time and provided there is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as which is continuing, request an extension of the commencement date Maturity Date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from each Lender by sending to the Administrative Agent, notify an Extension Request not less than sixty (60) days and not more than ninety (90) days prior to the Borrowers then-current Maturity Date and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely forthwith notify the Borrowers Lenders of such request and the Administrative Agent each Lender shall acknowledge receipt of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment such notification. No later than thirty (any Lender who timely notifies the Borrowers and 30) days after receipt by the Administrative Agent of an election not Extension Request, the Administrative Agent shall provide a written notice to the Borrower confirming either: (i) the Lenders agree to extend the then-current Maturity Date for an additional 364-day period; or fails (ii) the Lenders will not extend the then-current Maturity Date; provided that in the event any such Lender does not so advise the Administrative Agent within such thirty (30) day period, such Lender shall be deemed to timely notify have advised the Borrowers Administrative Agent that it is not prepared to make an offer to the Borrower to extend the Maturity Date. Within two (2) Business Days of the Administrative Agent receiving from each such Lender its decision with respect to making an offer to the Borrower to extend the Maturity Date, the Administrative Agent shall provide the Borrower with an offer to extend the Maturity Date (which may be subject to such terms and conditions as the Lenders may require, in their discretion) and the Borrower shall be entitled to accept any such offer at any time up to and including the last Business Day preceding the then-current Maturity Date by written notice to the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of acceptance.
(2) If any Lender does not agree or is deemed not to agree to a requested extension make an offer to the Borrower to extend the Maturity Date pursuant to the Extension Request, the Administrative Agent shall not obligate provide the Borrower with an offer to extend the Maturity Date of any other Lender to agree to such requested extensionof the Lenders.
(b3) If The Borrower understands that consideration of any Extension Request constitutes an independent credit decision which each Lender retains the absolute and only unfettered discretion to make, and that no commitment in this regard is hereby given by any Lender.
(4) Notwithstanding the foregoing, the Borrower shall not be entitled to make (a) an Extension Request if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments unless such Default or Event of Default is waived by all of the Lenders other than Terminating Lenders (Lenders; provided that any such waiver shall be effective only for the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions purposes of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day Section 2.8; and (Bb) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any more than two 364-day Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderRequests.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement
Extension of Maturity Date. (a) On any At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Closing Date prior to the Maturity Effective Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a Company, by written notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date may request an extension of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made in effect at such time by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, one year from its then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datescheduled expiration. The Administrative Agent shall promptly notify (x) each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Lenders of any Extension of Maturity Date Request, (y) the Lenders Company and the Borrowers Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Existing Maturity Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date.
(b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, subject to the satisfaction of the conditions set forth in Section 4.02 (a) and (b), the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.8 and (z) the Borrowers 2.20 and the Lenders Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender which becomes a Terminating or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date.
(c) In If less than all of the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(bconsent to any such request pursuant to subsection (a) above and, in connection with such extension, there are Terminating Lendersof this Section 2.20, the Borrowers mayCompany may arrange for one or more Consenting Lenders or other assignees to assume, at their own expense and in their sole discretion and prior to effective as of the Existing Maturity Extension Date, require any Terminating Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 thereafter arising, without recourse to an Eligible Assignee that shall assume or warranty by, or expense to, such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersNon-Consenting Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Commitment of an any such assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such assignee shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such assignee, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such assignee, if any, shall have delivered to the Company and the Administrative Agent an assignment made Assumption Agreement, duly executed by such assignee, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.8(c2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be deemed to have consented to a Lender for all purposes of this Agreement, without any further acknowledgment by or the applicable Extension consent of Maturity Date Request andthe other Lenders, thereforeand the obligations of each such Non-Consenting Lender hereunder shall, shall not by the provisions hereof, be a Terminating Lenderreleased and discharged.
(d) Revolving Loans or L/C Obligations owing If (after giving effect to any Terminating Lender on assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders having Commitments equal to at least 50% of the Existing Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Company, and, subject to the satisfaction of the conditions set forth in Section 4.02 (a) (including the representations and warranties set forth in Section 3.04(b)) and (b), the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each assignee for such Terminating Lender shall be repaid in fullExtension Date, with accrued interest and all other amounts then due and owing thereon, on refer to the Existing Maturity Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Terminating LenderConsenting Lender and each such assignee.
Appears in 2 contracts
Samples: Credit Agreement (Moodys Corp /De/), Credit Agreement (Moodys Corp /De/)
Extension of Maturity Date. The Borrower may, by written -------------------------- request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Novamed Eyecare Inc), Credit Agreement (Novamed Eyecare Inc)
Extension of Maturity Date. (a) On any anniversary The Borrower may request, not more than twice during the term of the Closing Date prior this Agreement, from time to time, by written notice to the Maturity DateAgents, that the Borrowers may request to Lenders (in their capacities as such and, as applicable, in their capacities as L/C Issuers and Swing Line Lender) extend the then-applicable Maturity Date for an additional one-year from the Maturity Date then in effect hereunder (the “Existing Maturity Date”), which request shall indicate the date by which each Lender shall respond to such request (which shall not be earlier than 30 days after the date the Agents are notified of such request unless otherwise agreed by the Agents in their sole discretion) for an additional one-year period (an such date, the “Notice Date”) and the date on which such extension shall be effective (which shall not be earlier than 35 days after the Agents are notified of such request, unless otherwise agreed by the Agents in their sole discretion) (such date, the “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Effective Date”); provided that the Borrowers may extend the Maturity Date for a maximum two .
(2b) Each Lender (in its capacity as such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true its capacity as L/C Issuer and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orSwing Line Lender, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lenderapplicable), acting in its sole and individual discretion, shall, by notice to the Agents given on or prior to the Notice Date, advise the Agents whether or not later than a date 30 days after its receipt of any such notice from the Administrative Agent, Lender agrees to such extension. Each Lender that has failed to notify the Borrowers and Agents as to whether it has agreed to a requested extension on or before the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected declined to extend the Existing its Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as each such Lender, a “Terminating Non-Extending Lender” and together with all such LendersLenders that have declined to extend their Maturity Date, collectively, the “Terminating Non-Extending Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree so agree, it being agreed that no Lender shall have any obligation to such requested extensionextend its Maturity Date.
(bc) If The Agents shall notify the Borrower of each Lender’s determination under this Section 2.16 promptly and, in any event, no later than three Business Days after the Notice Date.
(d) The Borrower shall have the right to replace each Non-Extending Lender with, and only if (i) add as “Lenders” under this Agreement in place thereof, one or more Lenders shall Eligible Assignees who have agreed to the applicable extension request (each, an “Additional Commitment Lender”) in writing during the 30 day period referred to same manner as set forth for replacement of Lenders as set forth in Section 2.8(a11.13.
(e) If (and only if) the total of the Commitments and Term Loans of the Lenders that have agreed so to extend the Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders that have become Lenders pursuant to Section 11.13 shall be more than 50% of the Total Facility Amount then in effect, the Maturity Date shall be extended on the Extension Effective Date to the date one year after the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agentexcept that, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date as so extended shall be the next succeeding immediately preceding Business Day Day); provided that in no event shall the term of this Agreement in effect at any one time exceed five years; provided further that the Maturity Date as applicable to Non-Extending Lenders shall not be so extended.
(f) As a condition precedent to any such extension, the Borrower shall deliver to the Agents a certificate dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (B) no Default or Event of Default exists.
(g) The Maturity Date of the Commitments Non-Extending Lenders (in their capacity as such and in their capacities as L/C Commitment share (if applicableIssuers or Swing Line Lender) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders remain unchanged and the Borrowers of any extension shall repay all Loans of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Non-Extending Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to outstanding on the Existing Maturity Date, require together with any Terminating Lender accrued interest, fees or other amounts owing to transfer and assign its interestssuch Lenders hereunder. For the avoidance of doubt, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity L/C Expiration Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee any L/C Issuer that is not a Lender. Any such Eligible Assignee’s initial Maturity Date Non-Extending Lender shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderalso remain unchanged.
(dh) Revolving Loans In connection with any extension of the Maturity Date, the Borrower, the Agents and each Extending Lender may make such amendments to this Agreement as the Agents determine to be reasonably necessary to evidence the extension. This Section 2.16 shall supersede any provisions in Section 2.14 or L/C Obligations owing 11.01 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Extension of Maturity Date. (a) On any anniversary of Not earlier than 45 days prior to, nor later than 30 days prior to, the Closing Date prior to the then Maturity Date, the Borrowers Borrower may request by Requisite Notice (as defined below) made to extend the thenAgent (which shall promptly notify the Lenders) a 364-applicable Maturity Date (day extension of the “Existing Maturity Date”. Such request shall include a certificate signed by a Responsible Officer (as defined below) for an additional one-year period (an “Extension Period”) to the date stating that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be Article VI are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) certificate and (ii) no Default or Event of Default shall have has occurred and be continuing on is continuing. Each Lender shall notify the Agent by Requisite Notice by the date of such notice specified by the Agent (which date shall be a Business Day and as of the commencement date of the relevant Extension Period. Each Lendershall not be less than 15 Business Days prior to, acting in its sole discretion, shall, not later nor more than a date 30 days after its receipt of any prior to, the then Maturity Date) that either (A) such notice from Lender declines to consent to extending the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect or (B) such Lender consents to its Commitmentextending the Maturity Date. Any Lender which shall not timely notify responding within the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date above time period shall be deemed not to have elected consented to extend extending the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies Date. The Agent shall, after receiving the Borrowers notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Administrative Agent Lenders of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionresults thereof.
(b) If and only if any Lender declines, or is deemed to have declined, to consent to such request for extension (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date CertificateDeclining Lender”), stating provided that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing at such time, then the Borrower may elect to either (Ai) request the Commitments of non-Declining Lenders to extend the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if or (ii) at its own expense (such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as expense to include any transfer fee payable to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (xunder Section 11.3(b) the Lenders of and any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date expense pursuant to this Section 2.8 and (z4.3) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their its sole discretion and prior to the Existing Maturity Datediscretion, require any Terminating such Declining Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in whole (but not in part) without recourse (in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice subject to the Administrative Agent in the case terms and conditions of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part Section 11.3(b)) all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee, which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (B) the assigning Declining Lender shall have received in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Advances hereunder held by such assigning Declining Lender and all other amounts owed to such assigning Declining Lender hereunder, including amounts owed pursuant to this Section 2.8(cSections 4.1 through 4.4.
(c) unless If (i) there are one or more Declining Lenders and the Borrowers Borrower elects to have notified the non-Declining Lenders extend the Maturity Date or (ii) there are any removals or replacements of Lenders pursuant to the prior subsection, and after giving effect to such Lender removals or replacements of their intention Lenders, all of the Lenders have consented to require extending the assignment thereof at least ten Maturity Date; then the Maturity Date shall be extended (solely with respect to the non-Declining Lenders) to the date that is 364 days after the then Maturity Date, effective as of the date to be determined by the Agent and the Borrower (the “Maturity Extension Decision Date”), and the Agent shall promptly notify the Lenders thereof. On or prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Extension Decision Date, the Borrower shall be deemed to have consented deliver to the applicable Agent, in form and substance satisfactory to the Agent and the Lenders (1) the corporate resolution of the Borrower authorizing such extension, certified as in effect as of the Maturity Extension Decision Date and the related incumbency certificate of Maturity Date Request andthe Borrower, thereforeand (2) new or amended promissory notes, if requested by any new or affected Lender, evidencing such new or revised Commitment. The Agent shall not distribute an amended Schedule 1.1. to Credit Agreement (which shall thereafter be a Terminating incorporated into this Agreement), to reflect any changes in Lenders, the Commitment and each Lender’s pro rata share thereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.For purposes of this Section:
Appears in 2 contracts
Samples: Credit Agreement (Wisconsin Energy Corp), Credit Agreement (Wisconsin Energy Corp)
Extension of Maturity Date. (a) On At any anniversary of the Closing Date time not later than 45 days prior to the Maturity Date then in effect (such then existing Maturity Date, the Borrowers “Renewal Date”), the Company may request to that the Lenders extend the then-applicable then scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested from such Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make If such request in a notice given as herein provided and substantially in is made by the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) Company each of the representations and warranties contained in Section 7 and in the other Credit Documents Lender shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and inform the Administrative Agent of its election willingness to extend the Existing Maturity Date no later than 20 days prior to such Renewal Date. Any Lender’s failure to respond by such date shall be deemed not to have elected to extend the Existing Maturity Date with respect to indicate its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender unwillingness to agree to such requested extension.
(b) , and all Lenders must approve any requested extension. At any time more than 15 days before such Renewal Date the Lenders may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Lenders may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and only if conditions proposed by the Lenders, the Borrowers shall notify the Lenders of their acceptance of such terms and conditions no later than the Renewal Date, and such later date will become the Maturity Date hereunder and this Agreement shall otherwise be amended in the manner described in the Lenders’ notice proposing the extension of this Agreement upon the Administrative Agent’s receipt of (i) one or more Lenders shall have agreed in writing during an amendment to this Agreement signed by the 30 day period referred to in Section 2.8(a) to extend Borrowers and all of the Existing Maturity Date and Lenders, (ii) resolutions of each Borrower’s Board of Directors authorizing such extension and (iii) an opinion of counsel to the Borrowers shall have submitted equivalent in form and substance to the opinion received in satisfaction of the condition precedent contained in Section 4.01(i) and otherwise acceptable to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to extend or not extend the Existing Maturity Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies then in effect. If the Borrowers and Supermajority Lenders shall approve in writing the Administrative Agent extension of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Maturity Date requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension.
(b) If and only if Extension Request; provided that (i) one or more Lenders each extension pursuant to this Section 2.24 shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date be for a maximum of 364 days and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that then in effect (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If not a Business Dayless than 30 days and not more than 60 days prior to the Maturity Date then in effect, then such Requested the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.24 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender.
(b) Revolving Credit Loans owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date.
(c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Revolving Credit Loans of an assignee that is the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, and 9.4 and any accrued and unpaid Facility Fee or other amounts payable to it hereunder and/or, upon giving not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be less than three Business Days' notice to the Maturity Date in effect for Objecting Lenders and the Continuing Lenders at Administrative Agent, to cancel the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any whole or part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender Commitments of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders.
(d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit I by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided, that the Facility Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.
Appears in 2 contracts
Samples: 364 Day Competitive Advance and Revolving Credit Agreement (Cendant Corp), 364 Day Competitive Advance and Revolving Credit Agreement (Cendant Corp)
Extension of Maturity Date. (a) On any anniversary Borrower may, at its option, extend the term of the Closing Date prior to then outstanding principal amount for a period of three hundred sixty-four (364) days from the Maturity Date, the Borrowers may request to extend the then-applicable original Maturity Date (the “Existing Maturity Date”) for an additional one-year applicable period being, the (an “Extension Period”) ), subject to the date that is one year after satisfaction of the Existing Maturity Date following conditions:
(the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Lead Borrower shall notify (the “Extension of Maturity Date RequestNotice”) to the Administrative Agent not less than 30 days of Borrower’s exercise of such option between sixty (60) and not more than 90 one hundred twenty (120) days prior to any anniversary the original Maturity Date;
(2) No Potential Default or Event of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and Default exists as of the date of such notice and the Extension Notice, as of the commencement original Maturity Date or would result from the extension of the maturity of the Loans for the Extension Period;
(3) The Loan to Value Ratio does not exceed 70%, based on a new Appraisal obtained by Administrative Agent not more than sixty (60) days prior to the original Maturity Date, such Appraisal to be at Borrower’s expense and satisfactory to Administrative Agent in all respects;
(4) The Pro Forma Debt Service Coverage Ratio as of the original Maturity Date shall be equal to or greater than 1.45:1.00;
(5) The Debt Yield as of the original Maturity Date shall not be less than ten percent (10.0%).
(6) The expiration date of the relevant Extension Period as if made on and as any Collateral Letters of each date (orCredit, if still outstanding pursuant to the terms of this Agreement or any such representation other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Extension Period, or shall otherwise contain evergreen provisions satisfactory to Administrative Agent, in its sole and warranty is expressly stated absolute discretion;
(7) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been made as submitted promptly to Administrative Agent;
(8) In the opinion of Administrative Agent, there shall not have occurred any Material Adverse Effect;
(9) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and legal fees; all such costs and expenses shall be due and payable upon demand, and any failure to pay such amounts shall constitute a specific datedefault under this Agreement and the Loan Documents;
(10) Not later than the original Maturity Date, as (i) the extension shall have been documented to the Lenders’ satisfaction and consented to by Borrower, Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of such specific date) reaffirmations of their respective obligations under the Guaranty and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Requesthave been provided with an updated title report and judgment and lien searches, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date appropriate title insurance endorsements shall have been extended issued as required by Administrative Agent; and
(11) Borrower shall pay to Administrative Agent (for the Continuing benefit of the Lenders in accordance with paragraph 2.8(btheir proportionate shares) above and, in connection with such extension, there are Terminating Lenders, on the Borrowers may, at their own expense and in their sole discretion and prior original Maturity Date a non-refundable extension fee equal to one-half percent (0.50%) of an amount equal to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume outstanding principal amount at such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lendertime. Any such Eligible Assignee’s initial Maturity Date extension shall be otherwise subject to all of the Maturity Date in effect for other terms and provisions of this Agreement and the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderother Loan Documents.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Acadia Realty Trust), Term Loan Agreement (Acadia Realty Trust)
Extension of Maturity Date. (a) On any anniversary The Borrower may, on no more than two occasions during the term of the Closing Date prior to the Maturity Datethis Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Effective Date, so long as request a one-year extension of the Maturity Date then in effect (the “Existing Maturity Date”) to be effective on such anniversary (the “Extension Effective Date”); provided that (i) each of no Default shall have occurred and be continuing on the Extension Effective Date, (ii) the representations and warranties contained set forth in Section 7 and in the other Credit Documents Article III hereof shall be true and correct in all material respects on and as of the date of Extension Effective Date, except where such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower expressly relate to an earlier date, in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and (iii) the Administrative Agent shall have received a certificate, dated the Extension Effective Date and signed by a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then this paragraph (Aa).
(b) the Commitments The effectiveness of any extension of the Lenders other than Terminating Lenders (Maturity Date shall require the “Continuing prior written consent of the Required Lenders”, each a “Continuing Lender”) shall, subject to Lender participating in such extension of the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be and the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateAdministrative Agent. The Administrative Agent shall promptly notify (x) furnish a copy of the Lenders of any Extension of Maturity Date RequestNotice to each Lender, (y) and shall request that each Lender either agree or not agree to such extension no later than 10 days prior to the Lenders and requested Extension Effective Date. Any Lender not responding within the Borrowers of above time period shall be deemed not to have consented to such extension. The decision to agree or withhold agreement to any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) hereunder shall be at the Borrowers and the Lenders sole discretion of each Lender. The Revolving Commitment of any Lender which becomes a Terminating Lender.
(c) In the event that has declined to agree to any requested extension of the Maturity Date (a “Non-Consenting Lender”) shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to terminate on the Existing Maturity Date, require and the principal amount of any Terminating outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender to transfer and assign its interestshereunder, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights due and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender payable on the Existing Maturity Date Date, and such Non-Consenting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to such Terminating facts and circumstances occurring prior to the date it ceased being a party. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, prior to an Extension Effective Date, pursuant to, and in accordance with, Section 2.17(b), to replace a Non-Consenting Lender shall be repaid in full, with accrued interest and all a Lender or other amounts then due and owing thereon, on financial institution that will agree to an extension of the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Hewlett Packard Enterprise Co)
Extension of Maturity Date. (a) On any anniversary The Borrower may request that the Floorplan Maturity Date and the Working Capital Maturity Date be extended for additional terms of twelve (12) months each. Each of the Closing following conditions must be satisfied in a manner acceptable to Administrative Agent as a condition precedent to extension of the Floorplan Maturity Date prior to and the Working Capital Maturity Date, as applicable:
(i) the Borrowers may request Borrower delivers written notice to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 ninety (90) days prior to any anniversary the Floorplan Maturity Date and the Working Capital Maturity Date, advising that the Borrower requests the extension (the “Borrower Extension Notice”);
(ii) the Administrative Agent and each Lender has consented in writing to such extension, which consent may be granted or withheld in the Administrative Agent’s and/or each Lender’s sole and absolute discretion; and
(iii) the Borrower, Administrative Agent and each Lenders shall have entered into an amendment to this Agreement which amendment shall confirm the extension of the Closing Date, so long as Floorplan Maturity Date and the Working Capital Maturity Date and otherwise be in a form reasonably acceptable to Borrower and Lender;
(i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iiiv) no Default or Event of Default shall have occurred and be continuing on exists (i) as of the date of the Borrower Extension Notice and (ii) if such notice extension is approved by Administrative Agent and each Lender commencement date as of the commencement effective date of such extension term; and
(v) the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from Borrower has reimbursed the Administrative Agent, notify the Borrowers and Agent for all costs reasonably incurred by the Administrative Agent in writing of its election to extend or not to extend processing the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension request, including, without limitation, reasonable legal fees and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionexpenses.
(b) If Within 30 days of a Borrower Extension Notice being posted to the Electronic Platform, the Administrative Agent and only if (i) one or more Lenders shall have agreed each Lender by its signature hereto, agrees to respond to Borrower in writing during stating its consent and approval or its rejection of the 30 day period referred to in Section 2.8(a) to extend then proposed extension of the Existing Floorplan Maturity Date and the Working Capital Maturity Date (ii) “Lender Party Response”). As to any such extension to which a Lender consents and approves in a Lender Party Response, such Lender agrees to execute any amendment to this Agreement evidencing such extension promptly upon the Borrowers shall have submitted to the request of Borrower and Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Titan Machinery Inc.)
Extension of Maturity Date. The Borrower shall have the right, upon written notice to the Administrative Agent (a) On any anniversary which the Administrative Agent will distribute to each of the Closing Date Lenders) (the "Extension Notice") not earlier than 90 days and not later than 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “"Existing Maturity Date”) for an additional one-year period (an “Extension Period”") to the date that is one year after extend the Existing Maturity Date for one additional one (1) year period (the “"Requested Maturity Date”") (provided that if the Requested Maturity Date is not a Business Day, then such Requested Maturity Date shall be the immediately preceding Business Day); provided that subject, however, in any such case, to satisfaction of the Borrowers may extend following conditions precedent:
(a) no Event of Default shall have occurred and be continuing (i) on the date on which such Extension Notice is delivered and (ii) during any time following the date of delivery of such Extension Notice and the Maturity Date for a maximum two then in effect;
(2b) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained set forth in Section 7 and in the other Article VI this Credit Documents Agreement shall be true and correct in all material respects on and as of the date of on which such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested maturity extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.become effective;
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on or before the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in shall have received, on behalf of each of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Lenders, updated appraisals, commissioned, reviewed and approved by the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted Administrative Agent with respect to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request each Borrowing Base Asset; and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans on or L/C Obligations owing to any Terminating Lender on before the Existing Maturity Date with respect to such Terminating Lender Date, the Administrative Agent shall be repaid in full, with accrued interest and all other amounts then due and owing thereonhave received, on behalf of each of the Existing Lenders, a fee in the amount of 0.30% on the Revolving Committed Amount as of the date on which such Extension Notice was delivered, such fee to be allocated to the Lenders according to each Lender's Pro Rata Share of the Revolving Committed Amount. Notwithstanding anything to the contrary contained in this Section 3.5, the Maturity Date with respect to such Terminating Lendermay not be extended for more than one additional one (1) year period.
Appears in 2 contracts
Samples: Credit Agreement (CNL Retirement Properties Inc), Credit Agreement (CNL Retirement Properties Inc)
Extension of Maturity Date. On or before the last Business Day which is six (a6) On any anniversary of the Closing Date months prior to the Maturity Datethree-year anniversary date of this Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); Borrower may, provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on continuing, request that the date of Lenders extend the Maturity Date for one, but only one, additional one-year period. The Borrower shall request such notice extension by appropriately completing, executing and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and delivering to the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially written request in the form of Exhibit 2.8(bK (an "Extension Request") and attaching thereto updated Projections of the Borrower and its Subsidiaries for such one-year period. The Borrower understands that this Section 2.01(h) is included in this Agreement for the Borrower’s convenience in requesting an extension and acknowledges that neither the Administrative Agent nor any other Lender has promised (either expressly or implicitly), or has any obligation or commitment, to extend the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if at any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datetime. The Administrative Agent shall promptly mail to each Lender three (3) copies of the Extension Request received by the Administrative Agent. If a Lender, in its sole and absolute discretion, consents to any Extension Request, such Lender shall evidence such consent by executing and returning two (2) copies of the Extension Request to the Administrative Agent not later than the last Business Day which is five (5) months prior to the Maturity Date. Any failure by any Lender so to execute and return an Extension Request shall be deemed a denial thereof. If the Borrower delivers an Extension Request to the Administrative Agent pursuant to the first sentence of this Section 2.01(h), then not later than the last Business Day which is four (4) months prior to the Maturity Date, the Administrative Agent shall notify the Borrower in writing whether (i) the Administrative Agent has received a copy of the Extension Request executed by each Lender, in which case the definition of "Maturity Date" set forth in Section 1.01 shall be deemed extended for a period of one year as of the date of such written notice from the Administrative Agent to the Borrower, or (ii) the Administrative Agent has not received a copy of the Extension Request executed by each Lender, in which case such Extension Request shall be deemed denied. The Administrative Agent shall deliver to the Borrower, with each written notice under clause (i) of the preceding sentence which notifies the Borrower that the Administrative Agent has received an Extension Request executed by each Lender, a copy of the Extension Request so executed by each Lender. If less than all the Lenders shall agree to such Extension Request, the extension contemplated in this Section 2.01(h) may nonetheless occur with respect to the consenting Lenders; provided that any such extension shall be conditioned upon (x) the Lenders payment in full to each Lender not extending (each a "Non-Continuing Lender") of all amounts owing to such Lender with respect to its Commitment and its Proportionate Share of any Extension of Maturity Date Requestoutstanding Revolving Loans and L/C Obligations, (y) the Lenders and the Borrowers termination (or assumption) of any extension of the Existing Maturity Date pursuant to this Section 2.8 such Lender’s Commitment, and (z) the Borrowers and exact aggregate amount (the "Deficiency") of then existing Commitments for each Non-Continuing Lender shall be accounted for in any one or any combination of the following: (i) an increase in the Commitment of one or more Lenders of any party to this Agreement (each such Lender which becomes increasing its Commitment, an "Increasing Lender") pursuant to a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Commitment Increase Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations form and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice substance satisfactory to the Administrative Agent and its counsel (a "Commitment Increase Agreement") and as more fully described below, (ii) the addition of one or more Assignee Lenders as a party to this Agreement, in each case pursuant to an Assignment Agreement as set forth in Section 8.05(c) and as more fully described below, and/or (iii) the Commitments shall be reduced by an amount equal to that portion of the Deficiency not otherwise accounted for pursuant to clauses (i) or (ii) above, effective as of the Increased Commitment Date (as defined below). The Administrative Agent shall notify the Borrower and each of the Lenders as to the new Maturity Date or that such extension shall not occur, as the case may be. The effectiveness of any such extension is further subject to the satisfaction of the following conditions: (i) in the case of a Commitment increase by an Increasing Lender, that the Borrower and such Increasing Lender shall have entered into a Commitment Increase Agreement, and such Commitment Increase Agreement shall have been delivered to the Administrative Agent; (ii) in the case of an assignee accession hereto by an Assignee Lender, that is not a the parties thereto shall have entered into an Assignment Agreement, and such Assignment Agreement shall have been delivered to the Administrative Agent; and (iii) that any fees and other amounts payable to any Increasing Lender or Assignee Lender in connection with such increase or accession shall have been paid. Upon the effectiveness of any Commitment Increase Agreement, the Commitment(s), the outstanding aggregate principal amount of the Increasing Lender. Any such Eligible Assignee’s initial Maturity Date Proportionate Share of Revolving Loans and the L/C Obligations be increased in the amount set forth in the Commitment Increase Agreement, and upon the effectiveness of any Assignment Agreement, the Assignee Lender party thereto shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers and become a party hereto and shall not be permitted to require constitute a Lender to assign any part of its interests, hereunder with the rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result under the Credit Documents (each such date of such effectiveness, an assignment made pursuant to this Section 2.8(c) "Increased Commitment Date"). Effective on each Increased Commitment Date, the Proportionate Shares of Revolving Loans and L/C Obligations then existing and held by each Lender shall be deemed adjusted to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating reflect any such changes in such Lender.
(d) ’s Proportionate Share. Each Non-Continuing Lender having Revolving Loans or L/C Obligations owing or a Commitment then outstanding shall be deemed to have assigned, without recourse, to any Terminating Increasing Lenders increasing their Commitments and any Assignee Lenders, such Non-Continuing Lender’s Proportionate Share of such outstanding Revolving Loans and L/C Obligations and Commitment as shall be necessary to effectuate such adjustment. Each Increasing Lender on the Existing Maturity Date with respect to such Terminating and Assignee Lender shall be repaid in fulldeemed to have assumed such Proportionate Share of Revolving Loans and L/C Obligations and Commitment. Additionally, with accrued interest promptly following the Increased Commitment Date for a Commitment increase, the Administrative Agent shall cause Schedule I to be modified to accurately reflect the Commitments and all other amounts then due Proportionate Shares of the Lenders, whereupon such amended Schedule I shall be substituted for the pre-existing Schedule I, be deemed a part of this Agreement without any further action or consent of any party and owing thereonbe promptly distributed to each Lender and the Borrower by the Administrative Agent. Additionally, on the Existing Maturity Date with respect to such Terminating LenderAdministrative Agent shall promptly notify each Increasing Lender and Assingee Lender of the amount of any funding obligations under this Section 2.01(h).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Wild Oats Markets Inc)
Extension of Maturity Date. (a) On At any anniversary of time following the Closing Date date which is 60 days prior to the then current Maturity Date, the Maturity Date may be extended for 364 days at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that Borrower and the Co-Borrowers are then in compliance with Section 7.1, Borrower and the Co-Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) deliver to the Administrative Agent not less than 30 days and not more than 90 days prior who will deliver to any anniversary each of the Closing Date, so long as (i) each Banks a written request for a 364-day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the Co-Borrowers stating that the representations and warranties contained in Section 7 Article 4 (other than representations and in the other Credit Documents shall be warranties which expressly speak as of a particular date or are no longer true and correct in all material respects as a result of a change which is not a violation of this Agreement) are true and correct on and as of the date of such notice Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the Co-Borrower and the Banks of the results thereof. If all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the commencement date then current Maturity Date. If Banks holding at least 662/3% of the relevant Extension Period as if made on and as of Commitment consent to the request for extension, but other Banks (each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date"Non-Consenting Bank") and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from notify the Administrative Agent, Agent that they will not consent to the request for extension (or fail to notify the Borrowers and the Administrative Agent in writing of its election their consent to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension), Borrower and the Administrative Agent Co-Borrowers may cause all of its election the Non-Consenting Banks to extend the Existing Maturity Date be removed as Banks under this Agreement pursuant to Section 11.26, provided that such removal shall be deemed not accomplished by assignment to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred Eligible Assignees which are willing to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted consent to the Administrative Agent, on the commencement date request for extension and not by reduction of the relevant Extension Period, a certificate amount of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateCommitment. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that sufficient Eligible Assignees can be identified to assume the Maturity Date shall have been extended Pro Rata Shares of the Non-Consenting Banks, then the request for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date extension shall be granted with the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderset forth above.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: 364 Day Loan Agreement (MGM Mirage), 364 Day Loan Agreement (MGM Mirage)
Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Novamed Eyecare Inc), Credit Agreement (Novamed Eyecare Inc)
Extension of Maturity Date. (a) On any anniversary of The Borrower may, by notice to the Closing Date Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days prior to the Stated Maturity Date then in effect hereunder, (such Stated Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for and not later than 30 days prior to the Existing Maturity Date, request an additional one-year period extension of the Stated Maturity Date (an a “Extension PeriodMaturity Date Extension”) for one additional year from the Existing Maturity Date; provided that the Borrower may request (i) only two such extensions during the term of this Agreement and (ii) only one extension during any calendar year.
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is one year after 15 days prior to the Existing Maturity Date (the “Requested Maturity Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such Maturity Date Extension and the application thereof to its Committed Amount (and each Lender that determines not to so extend its Committed Amount (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date)); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to any Lender that does not so advise the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of on or before the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-Extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree to such requested extensionso agree.
(bc) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.21 no later than the day after the Notice Date (or, if such date is not a Business Day, on the next following Business Day).
(d) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more institutions (each, an “Additional Commitment Lender”) as provided in Section 2.19(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Committed Amount (and, if any such Additional Commitment Lender is already a Lender, such Committed Amount shall be in addition to such Lender’s existing Committed Amount hereunder on such date).
(e) If (and only if if) the total of (i) one or more the Committed Amounts of the Lenders shall that have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing such Maturity Date Extension and the application thereof to their Committed Amounts (each, an “Extending Lender”) and (ii) the Borrowers additional Committed Amounts of the Additional Commitment Lenders shall have submitted be greater than 50% of the aggregate amount of the Committed Amounts in effect immediately prior to the Notice Date, then, effective as of the Existing Maturity Date, the Stated Maturity Date of the Committed Amounts of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, the Stated Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, each Maturity Date Extension shall not be effective unless:
(i) Section 2.21(e) is satisfied;
(ii) the Borrower shall deliver to the Administrative Agent, on the commencement date of the relevant Extension Period, Agent a certificate of the Borrowers, substantially in Borrower dated as of the form effective date of Exhibit 2.8(b) (the “Extension of such Maturity Date Certificate”)Extension, stating that signed by a Responsible Officer of the Borrower, (xA) certifying and attaching the resolutions adopted by the General Partner on behalf of the Borrower approving or consenting to such Maturity Date Extension and (B) certifying that, before and after giving effect to such Maturity Date Extension, (1) the representations and warranties made by each Borrower contained in or pursuant to Article III and the Credit other Loan Documents are true and correct in all material respects on and as of such date (except to the date thereof (orextent such representations and warranties are already qualified as to materiality, if any in which case such representation representations and warranty is expressly warranties shall be accurate and complete in all respects), except to the extent that such representations and warranties are stated to have been made as of relate to a specific earlier date, in which case they are true and correct in all material respects as of such specific dateearlier date (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects), and except that for purposes of this Section 2.21, the representations and warranties contained in subsections (a) and (yb) of Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, (2) since the date of the most recent annual financial statements delivered pursuant to Section 5.01(a), there has been no event, circumstance or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, and (3) no Default or Event of Default by each Borrower has shall have occurred and is be continuing, then ;
(Aiii) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall deliver or cause to be delivered to the Administrative Agent any legal opinions or other provisions of this Credit Agreement, be extended to documents reasonably requested by the Requested Administrative Agent in connection with such Maturity Date specified in the Extension of Maturity Date Request from the BorrowersExtension;
(iv) with respect to each Non-Extending Lender, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent , the Borrower shall promptly notify prepay (xprovided that any such prepayment shall be subject to Section 2.16) the Lenders of any Extension of Maturity Date Request, (y) the Lenders all Secured Obligations owing to such Non-Extending Lender and the Borrowers of Committed Amounts shall be reduced by an amount equal to such Non-Extending Lender’s Committed Amount (except as provided in Section 2.21(d));
(v) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Loans in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date pursuant to this Section 2.8 and Date, each Lender will hold its pro rata share (zbased on its share of the revised Committed Amounts) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.outstanding Loans; and
(cvi) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on the Existing Maturity Date, require the Borrower shall prepay (provided that any Terminating Lender such prepayment shall be subject to transfer and assign its interestsSection 2.16) one or more existing Loans or cash collateralize Letters of Credit in an amount necessary such that, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in after giving effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in extension of the case Existing Maturity Date, the aggregate amount of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be LC Exposure outstanding plus the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers Loans outstanding shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless exceed the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderaggregate Committed Amounts.
(dg) Revolving Loans or L/C Obligations owing This Section 2.21 shall supersede any provisions in Section 2.18(c) to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 2 contracts
Samples: Credit Agreement (Genesis Energy Lp), Credit Agreement (Genesis Energy Lp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods (it is understood and agreed that the Borrowers have, as of the Restatement Effective Date, previously implemented one (1) of the maximum two (2) such Extension Periods). The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Dominion Resources Inc /Va/), Revolving Credit Agreement (Dominion Resources Inc /Va/)
Extension of Maturity Date. The Borrower in its sole discretion may request that the Administrative Agent and the Lenders extend (ai) On any anniversary of the Closing Original Maturity Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable First Extended Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided by executing and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivering to the Administrative Agent not less than 30 days and at least forty-five (45) days, but not more than 90 days ninety (90) days, prior to any anniversary of the Closing Original Maturity Date, so long as a written request for such extension (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant “First Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific dateOption”) and (ii) the First Extended Maturity Date to the Second Extended Maturity Date by executing and delivering to the Administrative Agent at least forty-five (45) days, but not more than ninety (90) days, prior to the First Extended Maturity Date, a written request for such extension (the “Second Extension Option”). The Administrative Agent shall forward to each Lender a copy of any such request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended to the First Extended Maturity Date or the Second Extended Maturity Date, as then applicable: (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (b) the Borrower shall have occurred and be continuing on paid the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not applicable Fees payable under Section 3.5(e) no later than a date 30 days after its receipt of any such notice from (1) the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date (provided that no such Fee shall be payable if Borrower rescinds the extension request prior to the Original Maturity Date) with respect to its Commitment. Any Lender which shall not timely notify the Borrowers First Extension Option and (2) the Administrative Agent of its election to extend the Existing First Extended Maturity Date (provided that no such Fee shall be deemed not payable if Borrower rescinds the extension request prior to have elected to extend the Existing First Extended Maturity Date Date) with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such LendersSecond Extension Option, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (iic) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the all representations and warranties made or deemed made by each Borrower any Loan Party in or pursuant any Loan Document to the Credit Documents which any such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such extension (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and (y) no Default or Event of Default by each Borrower has occurred except for changes in factual circumstances specifically and is continuing, then (A) expressly permitted under the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderLoan Documents).
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 2 contracts
Samples: Credit Agreement (Equity One, Inc.), Credit Agreement (Equity One, Inc.)
Extension of Maturity Date. (a) On any The Borrowers may, not later than 30 days, and not earlier than 60 days, prior to each applicable anniversary of the Closing Date prior during the term of this Agreement (as may be extended from time to time pursuant to this Section 2.26) (the Maturity “Current Anniversary Date”), and not more than once in any calendar year with respect to each Revolving Commitment Termination Date and not more than twice total with respect to each Revolving Commitment Termination Date, from time to time request that the Borrowers may request to extend applicable Revolving Commitment Termination Date in respect of the U.S. Revolving Commitments and the U.S. Revolving Loans, Canadian Revolving US-DOCS\106883637.15 Commitments and Canadian Revolving Loans, European Revolving Commitments and European Revolving Loans and/or Hong Kong Revolving Commitments and Hong Kong Revolving Loans for all Eligible Lenders (as defined below) under such credit facility be extended for a period of one year from the then-applicable Maturity Revolving Commitment Termination Date (by delivering to the “Existing Maturity Date”) for Administrative Agent a copy of an additional one-year period extension request signed by the applicable Borrower (an “Extension PeriodRequest”) to in substantially the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”)form of Exhibit H hereto; provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing date of any such extension of the applicable Revolving Commitment Termination Date, so long as (i) each of the representations and warranties of the Loan Parties contained in Section 7 Article IV are true and correct in the other Credit Documents all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all material respects respects) on and as of the date of such notice and date, as of the commencement date of the relevant Extension Period as if though made on and as of each date (orsuch date, if except to the extent that any such representation and or warranty is expressly stated specifically relates only to have been made as of a specific an earlier date, in which case it was true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specific earlier date) , and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify each applicable Revolving Lender of its receipt of such Extension Request.
(xb) On or prior to the Lenders of any Extension of Maturity Date Requestfifteenth day (the “Determination Date”) prior to the Current Anniversary Date, (y) each Eligible Lender shall notify the Lenders Administrative Agent and the Borrowers applicable Borrower of any extension of its willingness or unwillingness to consent to the Existing Maturity Date pursuant applicable Extension Request. Any Eligible Lender that shall fail to this Section 2.8 and (z) so notify the Borrowers Administrative Agent and the Lenders of any Lender which becomes a Terminating Lenderapplicable Borrower, on or prior to the Determination Date, shall be deemed to have declined to so extend.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andthat, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and on or prior to the Existing Maturity Determination Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on Lenders holding more than 50.0% of the Maturity Date aggregate principal amount of the Revolving Commitments of all Eligible Lenders then in effect in respect of the applicable Revolving Commitment Termination Date shall consent to such extension (each such Lender, a “Consenting Lender”; each such event, an “Extension Approval”; and each such agreement, an “Extension Agreement”), the Administrative Agent shall so advise the applicable Revolving Lenders and the applicable Borrower and the applicable Revolving Commitment Termination Date shall be extended to the date indicated in the Extension Request with respect to such Consenting Lenders. Thereafter, (i) for Continuing Lenders; providedeach Consenting Lender, howeverthe term “Revolving Commitment Termination Date” with respect to the applicable Revolving Loans and Revolving Commitments as used herein and in any promissory note executed and delivered by the applicable Borrower pursuant to Section 2.07 hereof, shall at all times refer to such date indicated in the applicable Extension Request, unless it is later extended pursuant to this Section 2.26, and (ii) for each Lender that is not a Consenting Lender with respect to such Extension Request (each such Lender, a “Non-Extending Lender”), the Borrowers term “Revolving Commitment Termination Date” with respect to the applicable Revolving Loans and Revolving Commitments held by it shall have given written notice at all times refer to the date which was the Revolving Commitment Termination Date with respect thereto prior to the delivery to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Extension Request; provided that any Non-Extending Lender to assign (including any part direct or indirect assignee of its interestsany Non-Extending Lender) may, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless with the Borrowers have notified such Lender written consent of their intention to require the assignment thereof applicable Borrower, elect at least ten days any time prior to the proposed assignment date. Any Eligible Assignee which becomes Revolving Commitment Termination Date then applicable to its applicable Revolving Loans and Revolving Commitments to consent to the applicable Borrower’s prior Extension Requests by delivering a Lender as a result written notice to such effect to the applicable Borrower and the Administrative Agent, and upon the receipt by the applicable Borrower and the Administrative Agent of such an assignment made pursuant notice, the Revolving US-DOCS\106883637.15 Commitment Termination Date with respect to this Section 2.8(c) the applicable Revolving Loans and Revolving Commitments of such Non-Extending Lender shall be extended to the date indicated in the applicable Extension Requests and such Non-Extending Lender shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderConsenting Lender in respect of such prior Extension Requests for all purposes hereunder.
(d) In the event that, as of any Determination Date, the Consenting Lenders hold 50.0% or less of the aggregate principal amount of the applicable Revolving Loans or L/C Obligations owing to any Terminating Lender on and Revolving Commitments of all Eligible Lenders, the Existing Maturity Administrative Agent shall so advise the applicable Lenders and the Borrower Representative, and the applicable Revolving Commitment Termination Date with respect to such Terminating the applicable Revolving Loans and Revolving Commitments held by each Lender shall continue to be repaid in fullthe date which was the applicable Revolving Commitment Termination Date immediately prior to the delivery to the Administrative Agent of such Extension Request. For purposes of this Section 2.26, with accrued interest and all other amounts then due and owing thereonthe term “Eligible Lenders” means, on the Existing Maturity Date with respect to any Extension Request related to the U.S. Revolving Commitments and U.S. Revolving Loans, Canadian Revolving Commitments and Canadian Revolving Loans, European Revolving Commitments and European Revolving Loans or Hong Kong Revolving Commitments and Hong Kong Revolving Loans, as applicable, (i) all applicable Revolving Lenders if the applicable Revolving Commitment Termination Date of no applicable Revolving Lender’s applicable Revolving Loans or Revolving Commitments had been extended pursuant to this Section 2.26 prior to the delivery to the Administrative Agent of such Terminating LenderExtension Request, and (ii) in all other cases, those applicable Revolving Lenders which extended the applicable Revolving Commitment Termination Date of their applicable Revolving Loans and Revolving Commitments in the most recent extension of any applicable Revolving Commitment Termination Date effected pursuant to this Section 2.26.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers Borrower may extend (i) the Original Maturity Date for a maximum two the First Extension Period, (2ii) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of First Extended Maturity Date Request”for the Second Extension Period, and (iii) the Second Extended Maturity Date for the Third Extension Period, as the case may be, if the extension option for the applicable Extension Period has been duly exercised pursuant to the terms hereof, upon Borrower’s written request, delivered to Administrative Agent not less than 30 at least thirty(30) days and not more than 90 ninety (90) days prior to any anniversary the applicable Maturity Date, provided that however, that on the date the applicable Extension Period is to become effective, all of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents following conditions shall be true and correct in all material respects on and satisfied (as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date determined by Administrative Agent):
(or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datea) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice remain uncured, and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing shall have received a certificate to that effect signed by a Responsible Officer of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.Borrower;
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the The representations and warranties set forth in this Agreement and the other Loan Documents shall be correct as though made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific that date, as and Administrative Agent shall have received a certificate to that effect signed by a Responsible Officer of such specific dateBorrower;
(c) and (y) no Default or Event of Default by each Borrower has occurred and is continuingshall have paid to Administrative Agent, then (A) for the Commitments account of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, an extension fee equal to 6.25 basis points multiplied by the term “Maturity Date”, as used herein, shall continue to mean Maximum Commitment Amount on the Existing applicable Maturity Date. The Administrative Agent Extension Fee shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension be determined as of the Existing Maturity Date pursuant to this Section 2.8 and (z) date Borrower provides the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended extension notice for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension Period and shall be paid by Borrower on the first day of Maturity Date Request the applicable Extension Period; and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing Borrower shall have executed, acknowledged and delivered to any Terminating Lender on Administrative Agent such documents as Administrative Agent reasonably determines to be necessary to evidence the Existing extension of the applicable Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of The Borrower shall have the Closing Date prior right on one occasion to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may Administrative Agent and the Lenders agree to extend the Maturity Date for a maximum two by one year (2) such Extension Periodsi.e., from April 18, 2026 to April 18, 2027, the “Loan Extension”). The Borrowers Borrower may make exercise such request in a notice given as herein provided right only by executing and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivering to the Administrative Agent not less earlier than 30 days and not more than 90 ninety (90) days prior to the Facility Anniversary Date, and not later than forty-five (45) days prior to the Facility Anniversary Date, a written request for such extension (the “Extension 45 Five Point Operating Company, LP Request”); provided, however, such request shall not be made more than once during any anniversary such forty-five (45) day period. The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly (but, in any event, within five (5) Business Days) after receipt thereof. Subject to satisfaction of the Closing Datefollowing conditions, so long as the then current Maturity Date shall be extended for such one year period effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (iii): (i) each the Required Lenders shall have notified the Administrative Agent of their acceptance of the Extension Request within fifteen (15) days after such Xxxxxx’s receipt of the Extension Request (or such later date as Administrative Agent and the Borrower may agree); (ii) immediately prior to such extension and immediately after giving effect thereto, (A) the Borrower shall be in compliance with the financial covenants set forth in Section 7.01, and no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aiii) the Commitments of Borrower shall have paid the extension fees to Lenders other than Terminating Lenders approving the extension in accordance with Section 2.09(c); and (iv) the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall have executed such documents and agreements in connection therewith as the Administrative Agent may reasonably request. At any time prior to the other provisions effectiveness of this Credit Agreementany such extension, be extended upon the Administrative Agent’s request, the Borrower shall deliver to the Requested Maturity Date specified Administrative Agent a certificate from a Responsible Officer certifying the matters referred to in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day immediately preceding clauses (ii)(A) and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateii)(B). The Administrative Agent shall promptly notify the Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected such request (x) the Lenders of any Extension of Maturity Date Requesteach such Lender constituting a Non-Consenting Lender), (y) the Lenders it being acknowledged and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of agreed that any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with has not accepted such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at request within the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) period set forth above shall be deemed to have consented rejected such Extension Request. The Borrower understands and acknowledges that (i) this Section has been included in this Agreement for the Borrower’s convenience in requesting an extension of the Maturity Date; (ii) neither the Administrative Agent nor any Lender has promised (either expressly or impliedly), nor does the Administrative Agent or any Lender have any obligation or commitment whatsoever, to extend the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderDate; and (iii) the Administrative Agent and the Lenders may condition any such extension on such terms and conditions as they may deem appropriate in their sole and absolute discretion.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any Not earlier than 60 days prior to, nor later than 45 days prior to, each anniversary of the Closing Effective Date, the Borrower may (but in no event on more than two occasions during the term of this Agreement), upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.
(b) The Maturity Date prior to shall be extended if Majority Lenders (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) Consenting Lenders, shall be extended to the date that which is one year after the Existing Maturity Date (then in effect, effective as of the “Requested Maturity Date”); provided that date the Borrowers may extend Administrative Agent has received the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(adocuments required to be delivered by Section 2.14(c)(iii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date.
(c) Notwithstanding the foregoing, the extension of the Maturity Date Request”) pursuant to the Administrative Agent this Section 2.14 shall not less than 30 days and not more than 90 days prior be effective with respect to any anniversary of the Closing Date, so long as Lender unless:
(i) each on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension;
(ii) on and as of the Extension Effective Date, the representations and warranties contained in Section 7 and in the other Credit Documents shall be this Agreement are true and correct in all material respects on both before and after giving effect to the extension, as of the date of such notice and as of the commencement date of the relevant Extension Period as if though made on and as of each such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date); and
(iii) and (ii) no Default or Event of Default the Borrower shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and deliver to the Administrative Agent in writing (A) copies of its election to extend corporate resolutions certified by the Secretary or not to extend Assistant Secretary of the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall Borrower, or such other evidence as may be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted satisfactory to the Administrative Agent, on demonstrating that the commencement date Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section 2.14 has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer dated as of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Effective Date Certificate”), stating certifying that (x1) before and after giving effect to such extension, the representations and warranties contained in Article V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) and the other Loan Documents made by each Borrower in or pursuant to the Credit Documents it are true and correct in all material respects on and as of the date thereof (orExtension Effective Date, if any except to the extent that such representation representations and warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, in which case they shall be true and correct as of such specific earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicableb) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) 5.06 shall be deemed to have consented refer to the applicable Extension most recent statements furnished pursuant to clauses (a) and (b), respectively, of Maturity Date Request andSection 6.02, therefore(2) before and after giving effect to such extension no Default exists or will exist, shall not and (3) no event has occurred since the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.02(a) and (b) that has had, or could reasonably be expected to have, a Terminating LenderMaterial Adverse Effect.
(d) Revolving If any Lender does not consent to the extension of the Maturity Date as provided in this Section 2.14 (a “Declining Lender”), the Borrower shall have the right to replace such Lender in accordance with Section 10.15.
(e) The Borrower shall pay any Loans or L/C Obligations owing outstanding on the Maturity Date (prior to giving effect to any Terminating Lender on extension) as to any non-extending Lenders (and pay any additional amounts required pursuant to Section 3.05) to the Existing extent necessary to keep outstanding Loans ratable with any revised and new Pro Rata Shares of all the Lenders extending such Maturity Date with respect (after giving effect to such Terminating Lender extension).
(f) This Section 2.14 shall be repaid supersede any provisions in full, with accrued interest and all other amounts then due and owing thereon, on Section 2.07 or 10.01 to the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 1 contract
Samples: Multi Year Revolving Credit Agreement (Questar Corp)
Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.12, without the consent of the Closing Date prior Administrative Agent or the Majority Lenders, agree with one or more Lenders to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two period of not less than six months then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (2including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.12, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension PeriodsOffer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrowers may make such request in a notice given as herein provided Borrower and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.12. In connection with any Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Closing Date, so long as applicable due date shall be deemed to have rejected such Extension.
(b) Each Extension shall be subject to the following:
(i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension;
(ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer;
(iii) the final maturity date of the Extension Loans shall be later than the final maturity date of the Loans that are not being so extended, and the weighted average life to maturity of the Extension Loans shall be no shorter than the weighted average life to maturity of the applicable Loans subject to an Extension Offer that are not so extended;
(iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer;
(v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing;
(vi) any applicable Minimum Extension Condition shall be satisfied;
(vii) no more than four Maturity Dates may be effectuated hereunder;
(viii) no Extension shall become effective unless, on the proposed effective date of such notice and as of the commencement date of the relevant Extension Period. Each LenderExtension, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x1) the representations and warranties made by each Borrower in or pursuant to the Credit Documents contained herein are true and correct in all material respects on and as of the applicable date thereof (orof such Extension to the same extent as though made on and as of that date, if any except to the extent such representation representations and warranty is expressly stated warranties specifically relate to an earlier date, in which case such representations and warranties shall have been made as of a specific date, true and correct in all material respects on and as of such specific earlier date) ; and (y2) no Default event shall have occurred and be continuing or would result from the consummation of the applicable Extension that would constitute an Event of Default by each Borrower has occurred and is continuing, then Default; and
(Aix) the Commitments ratio of (i) Value at the Lenders other than Terminating Lenders time of such Extension to (ii) the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to outstanding principal amount of Obligations at the other provisions time of this Credit Agreement, be extended to the Requested Maturity Date specified in the such Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as less than 2.0 to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender1.0.
(c) In The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $50,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the Maturity Date shall provisions of Section 2.09 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.12, including to any payment of interest or fees in respect of any Loans that have been extended for the Continuing Lenders pursuant to an Extension at a rate or rates different from those paid or payable in accordance with paragraph 2.8(b) above andrespect of Loans not extended pursuant to such Extension Offer, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent each case as is set forth in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable relevant Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderOffer.
(d) Revolving The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans or L/C Obligations owing created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.12, and any Terminating Lender such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Existing Maturity Date Lenders. The term of any Extension Amendment shall be binding upon only the Lenders agreeing to participate in the Extension Offer and then, only with respect to the Extension Loans of such Terminating Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be repaid in full, Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with accrued interest and all other amounts then due applicable Obligations under this Agreement and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderother Loan Documents.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not earlier than ninety (90) days prior to, nor later than sixty (60) days prior to the Maturity DateDate then in effect, the Borrowers may request by Requisite Notice made to extend Administrative Agent (who shall promptly notify Lenders) a one-time one year extension of the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date . Such request shall include a certificate signed by a Responsible Officer stating that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be SECTION 5 are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) certificate and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionexists.
(b) If and only if (i) one or more Lenders shall have agreed the statements in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a such certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of correct, the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, Maturity Date shall be extended to the Requested Maturity Date specified same date in the Extension following calendar year, effective as of Maturity Date Request from a date to be determined by Administrative Agent and Borrowers (the Borrowers"EXTENSION EFFECTIVE DATE"), and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify Lenders thereof. On or prior to the Extension Effective Date, Borrowers shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent: (xi) corporate resolutions and incumbency certificates of Borrowers dated as of the Lenders of any Extension of Maturity Effective Date Requestapproving such extension, (yii) the Lenders and the Borrowers of new or amended Notes, if requested by any extension of the Existing Maturity Date pursuant to this Section 2.8 new or affected Lender, evidencing such new or extended Commitments, and (ziii) an acknowledgement and consent from each Guarantor affirming the Borrowers and effectiveness of its Guaranty after giving effect to the Lenders of any Lender which becomes a Terminating LenderMaturity Date, as extended hereunder.
(c) In Only one extension of the event that Maturity Date may be made, and the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andnot, in connection with such extensionany event, there are Terminating Lendersbe extended beyond July 31, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender2006.
(d) Revolving Loans or L/C Borrowers shall pay to Administrative Agent, for the account of each Lender pro-rata according to its Pro Rata Share, an extension fee equal to 0.25% times the Outstanding Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender first day of the new extension period. The extension fee shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, payable on the Existing Maturity Date with respect first day of the new extension period and such extension fees are fully earned on the date paid. The extension fee paid to such Terminating Lendereach Lender is solely for its own account and is nonrefundable.
(e) This section shall supercede any provisions in SECTION 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Apartment Investment & Management Co)
Extension of Maturity Date. (a) On any anniversary The Borrower may, pursuant to the provisions of this Section 2.19, with the approval of the Closing Majority Lenders, extend the Maturity Date applicable to the Commitments of consenting Lenders and LC Commitments of consenting LC Issuers for two successive terms of one (1) year (each such extension, an “Extension”) pursuant to written notice. In connection with each Extension, the Borrower will provide written notification (each an “Extension Notice”) to Administrative Agent (for distribution to the Lenders and LC Issuers), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the Maturity Date, Date of the Borrowers may request to extend the then-applicable Maturity Date requested new maturity date (the each an “Existing Extended Maturity Date”) and the due date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsLender and LC Issuer responses. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension or LC Issuer shall not obligate any other be extended without the consent of such Lender to agree to such requested extensionor LC Issuer.
(b) If and only if (i) one or more Lenders Each Extension shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, be subject to the other provisions satisfaction of this Credit Agreement, be extended to the Requested Maturity Date specified conditions set forth in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender4.02.
(c) In the event an Extension Notice is given to the Administrative Agent as provided in Section 2.19(a) and the Administrative Agent notifies a Lender or an LC Issuer of the contents thereof, such Lender or LC Issuer shall, on or before the day that is 10 days following the Maturity Date date of Administrative Agent’s receipt of said Extension Notice, advise the Administrative Agent in writing whether or not such Lender or LC Issuer consents to the Extension requested thereby. Any Lender or LC Issuer that does not respond to an Extension Notice (referred to herein as a “Non-Extending Lender”) by the applicable due date shall be deemed to have been extended for rejected such Extension. If the Continuing Majority Lenders in accordance with paragraph 2.8(bso consent (the “Extending Lenders”) above andto such Extension, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and which consent may be withheld in their sole discretion and prior absolute discretion, and any and all Non-Extending Lenders are replaced pursuant to paragraph (d) or (e) of this Section 2.19 or repaid pursuant to paragraph (f) of this Section 2.19, then the Maturity Date, and the Commitments and LC Commitments of the Extending Lenders and the Nominees (as defined below) shall be automatically extended one (1) year from the then effective Maturity Date (such then effective Maturity Date being the “Existing Maturity Date”); provided that, to the extent the aggregate amount of the LC Commitments extended pursuant to this Section 2.19 would exceed the aggregate amount of the Commitments extended pursuant to this Section 2.19 then the aggregate LC Commitments of all of the extending LC Issuers shall be automatically reduced (with respect to such extended periods) on a pro rata basis by an amount equal to such excess. The Administrative Agent shall promptly notify the Borrower and all of the Lenders and LC Issuers of each written notice of consent given pursuant to this Section 2.19(c).
(d) In the event the Extending Lenders hold less than 100% of the sum of the aggregate Facility Usage and unused Commitments, the Extending Lenders, or any of them, shall have the right (but not the obligation) to assume all or any portion of the Non-Extending Lenders’ Commitments and/or LC Commitments by giving written notice to the Borrower and the Administrative Agent of their election to do so on or before the day that is 20 days following the date of Administrative Agent’s receipt of the Extension Notice, which notice shall be irrevocable and shall constitute an undertaking to (i) assume, as of 5:00 p.m., New York City time, on the Existing Maturity Date, require all or such portion of the Commitments or LC Commitments of the Non-Extending Lenders, as the case may be, as may be specified in such written notice, and (ii) purchase (without recourse) from the Non-Extending Lenders, at 5:00 p.m., New York City time, on the Existing Maturity Date, the Facility Usage outstanding on the Existing Maturity Date that correspond to the portion of the Commitments and LC Commitments to be so purchased at a price equal to the aggregate outstanding principal amount of the Obligations payable by the Borrower to such Non-Extending Lender plus any Terminating Lender accrued but unpaid interest on such Obligations and accrued but unpaid fees or other amounts owing by the Borrower in respect of such Non-Extending Lender’s Loans, Commitments and LC Commitments hereunder. Such Commitments, LC Commitments and Facility Usage, or portion thereof, to transfer be assumed and assign its interestspurchased by Extending Lenders shall be allocated by the Administrative Agent among those Extending Lenders who have so elected to assume the same, rights and obligations under this Credit Agreement such allocation to be on a pro rata basis in accordance with the respective Commitments and LC Commitments of such Consenting Lenders as of the Existing Maturity Date (provided, however, in no event shall a Extending Lender be required to assume and purchase an amount or portion of the Commitments or LC Commitments of the Non-Extending Lenders in excess of the amount which such Extending Lender agreed to assume and purchase pursuant to the immediately preceding sentence) or on such other basis as such Extending Lender shall agree. The Administrative Agent shall promptly notify the Borrower and the other Extending Lenders in the event it receives any notice from a Extending Lender pursuant to this Section 4.5 2.19(d).
(e) In the event that the Extending Lenders shall not elect as provided in Section 2.19(d) to an Eligible Assignee assume and purchase all of the Non-Extending Lenders’ Commitments, LC Commitments and Facility Usages, the Borrower may designate, by written notice to the Administrative Agent and the Extending Lenders given on or before the day that shall is 30 days following the date of Administrative Agent’s receipt of the Extension Notice, one or more assignees not a party to this Agreement acceptable to the Administrative Agent and the LC Issuer (individually, a “Nominee” and collectively, the “Nominees”) to assume such assigned obligations all or any portion of the Non-Extending Lenders’ Commitments and that shall agree that its Commitment will expire LC Commitments not to be assumed by the Extending Lenders and to purchase (without recourse) from the Non-Extending Lenders all Obligations and Lender Hedging Obligations outstanding at 5:00 p.m., New York City time, on the Existing Maturity Date that corresponds to the portion of the Commitments and LC Commitments so to be assumed at the price specified in effect Section 2.19(d). Each assumption and purchase under this Section 2.19(e) shall be effective as of 5:00 p.m., New York City time, on the Existing Maturity Date when each of the following conditions has been satisfied in a manner satisfactory to the Administrative Agent:
(i) each Nominee and the Non-Extending Lenders have executed an Assignment and Assumption pursuant to which such Nominee shall (A) assume in writing its share of the obligations of the Non-Extending Lenders hereunder, including its share of the Commitments and LC Commitments of the Non-Extending Lenders and (B) agree to be bound as a Lender by the terms of this Agreement;
(ii) each Nominee shall have completed and delivered to the Administrative Agent an Administrative Questionnaire; and
(iii) the assignment shall otherwise comply with Section 10.06.
(f) If all of the Commitments and LC Commitments of the Non-Extending Lenders are not replaced on or before the Existing Maturity Date applicable to such Non-Extending Lenders, then, at the Borrower’s option, either (i) all Commitments and LC Commitments shall terminate on the Existing Maturity Date and the Borrower shall fully repay on the Existing Maturity Date the Loans and LC Obligations (including, without limitation, all accrued and unpaid interest); or (ii) the Borrower shall give prompt notice of termination on the Existing Maturity Date applicable to such Non-Extending Lenders of the Commitments and LC Commitments of each Non-Extending Lender not so replaced to the Administrative Agent, and shall fully repay on the Existing Maturity Date applicable to such Non-Extending Lenders the outstanding principal amount of all Loans and other Obligations (including, without limitation, all accrued and unpaid interest, fees and other amounts), if any, of such Non-Extending Lenders, which shall reduce the aggregate Commitments and LC Commitments accordingly (to the extent not assumed), and the Existing Maturity Date shall be extended in accordance with this Section 2.19 for Continuing the remaining Commitments and LC Commitments of the Extending Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Majority Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing such extension pursuant to any Terminating Lender on Section 2.19(c). Following the Existing Maturity Date with respect applicable to such Terminating Lender Non-Extending Lenders, the Non-Extending Lenders shall be repaid have no further obligations under this Agreement, including, without limitation, that such Non-Extending Lenders shall have no obligation to purchase participations in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderLetters of Credit.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date No less than ten days prior to the Maturity Date, the Borrowers may Borrower may, upon notice to the Administrative Agent, request to extend a 364 day extension of the then-applicable Maturity Date. The Administrative Agent shall promptly notify the Lenders of such Request for Maturity Date (Extension and the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) Date shall be extended to the date that which is one year 364 days after the Existing Maturity Date (the “Requested Initial Maturity Date”); provided that , effective as of the Borrowers may extend date the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in Administrative Agent has received the form attached hereto as Exhibit 2.8(adocuments required to be delivered by Section 2.12(b) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date.
(b) Notwithstanding the foregoing, the extension of the Maturity Date Request”) pursuant to the Administrative Agent this Section shall not less than 30 days and not more than 90 days prior be effective with respect to any anniversary of the Closing Date, so long as Lender unless:
(i) each on the Extension Effective Date no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension;
(ii) on and as of the Extension Effective Date the representations and warranties contained in Section 7 and in the other Credit Documents shall be Article V of this Agreement are true and correct in all material respects as though made on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iii) all necessary governmental and material third party approvals and/or consents in connection with the transactions contemplated by this Agreement shall have been obtained and remain in effect and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon the transactions contemplated by this Agreement, or otherwise referred to herein;
(iv) there shall not exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the transactions contemplated by this Agreement;
(v) all costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and (ii) no Default other compensation contemplated hereby, payable to each Agent and the Lenders or Event otherwise payable in respect of Default the Transactions shall have occurred been paid to the extent due and properly invoiced;
(vi) there shall be continuing on no conflict with, or default under, any material agreement of Borrower or any of its Restricted Subsidiaries, subject to such exceptions as may be agreed upon;
(vii) the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and Borrower shall deliver to the Administrative Agent in writing (A) copies of its election to extend corporate resolutions certified by the Secretary or not to extend Assistant Secretary of the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall Borrower, or such other evidence as may be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted satisfactory to the Administrative Agent, on demonstrating that the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 has been duly authorized by all necessary corporate action and (zB) a certificate signed by a Responsible Officer dated as of the Extension Effective Date certifying that the conditions in subsections (i), (ii), (iii), (iv) and (vi) of this Section 2.12(b) have been satisfied; and
(viii) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent in the case an opinion of an assignee that is not a Lender. Any counsel addressing such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect matters relating to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on extension as the Existing Maturity Date with respect to such Terminating LenderAdministrative Agent may reasonably request.
Appears in 1 contract
Samples: Senior Unsecured Bridge Loan Agreement (Qep Resources, Inc.)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior Subject to the Maturity Dateprovisions of this Section 2.09(e), the Borrowers may request Borrower shall have one option to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two one (21) such Extension Periods. year to April 15, 2008, subject to the satisfaction of each of the following conditions:
(i) The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to Borrower shall notify the Administrative Agent not less than 30 days and of its exercise of the applicable option at least 90 days, but not more than 90 days 180 days, prior to any anniversary the originally scheduled Maturity Date;
(ii) No Default or Event of Default shall have occurred and be continuing at the Closing Date, so long as time of giving such notice pursuant to clause (i) each of above or on the originally scheduled Maturity Date;
(iii) unless otherwise disclosed to and approved by the Required Lenders, the representations and warranties contained in Section 7 and made by the Borrower in the other Credit Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date originally scheduled Maturity Date (orexcept, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(iv) and (ii) no Default or Event of Default the Borrower shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election delivered updates to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election all the Schedules referred to extend the Existing Maturity Date in Article III hereof and such updated Schedules shall be deemed acceptable to Administrative Agent in its reasonable judgment;
(v) At the time of the exercise of the extension hereunder, the Borrower shall have delivered (A) a Compliance Certificate demonstrating that the Borrower is in compliance with the covenants set forth in Article VI as of the end of the most recent Measuring Period ending at least forty-five days prior to such date and (B) a certificate of a Financial Officer of Borrower certifying that such Financial Officer has no knowledge of any change since the end of such applicable Measuring Period that would cause Borrower to not be in compliance with the covenants set forth in Article VI;
(vi) The Borrower shall have paid to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify (for the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date ratable benefit of the relevant Extension PeriodLenders), by the originally scheduled Maturity Date, a certificate non-refundable extension fee equal to .25% of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as aggregate amount of the date thereof (or, if any such representation Revolving Credit Exposure and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the unused Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject prior to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “originally scheduled Maturity Date”, as used herein, ; and
(vii) The Borrower shall on have paid all reasonable out-of-pocket costs and after expenses incurred by the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify and all reasonable fees and expenses paid to third party consultants (xincluding reasonable attorneys’ fees and expenses) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, by Administrative Agent in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Health Properties Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior Upon Borrower’s written request, delivered to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 at least 60 days and not more than 90 days prior to any anniversary of the Closing then-scheduled Maturity Date, so long as (i) each of Borrower shall have the representations and warranties contained in Section 7 and in right to extend the other Credit Documents shall be true and correct in all material respects on and as of Original Maturity Date for the First Extension Period and, if the extension option for the First Extension Period has been duly exercised, the right to further extend the date of such notice and as of the commencement date of Loans mature for the relevant Second Extension Period as if made on and as of each date Period, provided that:
(or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datea) and (ii) no No Default or Event of Default shall have occurred and be continuing remain uncured on the date of such notice applicable Maturity Date, and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing shall have received a certificate to that effect signed by a Responsible Officer of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.Borrower;
(b) If The representations and only if warranties set forth in this Agreement and the other Loan Documents shall be correct as of the applicable Maturity Date as though made on and as of that date, and Administrative Agent shall have received a certificate to that effect signed by a Responsible Officer of Borrower;
(c) Borrower shall have paid to Administrative Agent, for the account of the Lenders, an extension fee equal to (i) one or more Lenders shall have agreed in writing during twenty basis points (0.20%) multiplied by the 30 day period referred to in Section 2.8(a) to extend Maximum Commitment Amount on the Existing Original Maturity Date (with respect to the First Extension Period), and (ii) twenty basis points (0.20%) multiplied by the Borrowers shall have submitted Maximum Commitment Amount on the last day of the First Extension Period (with respect to the Administrative Agent, on the commencement date of the relevant Second Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “). The Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and Fee shall be determined as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) provides the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended notice for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension Period and shall be paid by Borrower on the first day of Maturity Date Request such Extension Period; and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing Borrower shall have executed, acknowledged and delivered to any Terminating Lender on Administrative Agent such documents as Administrative Agent reasonably determines to be necessary to evidence the Existing extension of the Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 1 contract
Samples: Revolving Credit Agreement (Essex Property Trust Inc)
Extension of Maturity Date. The Borrower shall have the option, exercisable up to 2 (atwo) On any anniversary of times, to request that the Closing Administrative Agent and the Lenders agree to extend the Revolving Credit Facility Maturity Date or the Initial Term Facility Maturity Date, as applicable, by one (1) year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least thirty (30) days but not more than one hundred eighty (180) days prior to the current Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, the Borrowers may as applicable, a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension PeriodRequest”) ), which may be revoked by Borrower prior to the date that is one year after the Existing such current Revolving Credit Facility Maturity Date (the “Requested or Initial Term Facility Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods, as applicable. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall pay to the Administrative Agent not less than 30 days and not more than 90 days each Lender within five (5) Business Days after receipt of written demand any and all reasonable and actual out-of-pocket costs incurred by the Administrative Agent and such Lender in connection with any such revoked Extension Request. The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, as applicable, shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (z): (x) immediately prior to any anniversary such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist at the time of such Extension Request is delivered by Borrower and as of the Closing Date, so long as effectiveness of any such extension and (iB) each of the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) except for changes in factual circumstances not prohibited under the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date RequestLoan Documents, (y) the Lenders and Borrower shall have delivered to the Borrowers of Administrative Agent (A) if there have been any extension changes to the information provided in the Beneficial Ownership Certification since the last delivery thereof to the Administrative Agent, an updated Beneficial Ownership Certification on behalf of the Existing Maturity Date pursuant Borrower, and (B) an affirmation and consent, in form and substance reasonably acceptable to this Section 2.8 Administrative Agent, executed by each Guarantor, and (z) the Borrowers and Borrower shall have paid the Lenders Fees payable under Section 2.12(c). At any time prior to the effectiveness of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (x)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(x)(B).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have occurred without giving effect to such request (such date, the “Extension Effective Date”), Borrowers may on one occasion extend the Stated Maturity Date to a date that is not later than one (1) year after the applicable original Stated Maturity Date, upon:
(a) On any anniversary delivery of a Facility Extension Request to Administrative Agent and the Closing Date Lenders at least thirty (30) days but no more than ninety (90) days, prior to the Stated Maturity Date, the Borrowers may request ;
(b) delivery to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders of an Officer's Certificate, dated as of the Closing Extension Effective Date, so long as certifying that (i) each of the all representations and warranties contained of Borrowers set forth in Section 7 and in the other Credit Documents this Agreement shall be true and correct in all material respects on and as of the date of on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such notice representations and warranties were made as of the commencement date of the relevant Extension Period as if made on and as of each date (ora specified date, if any in which case such representation and warranty is expressly stated to shall have been made as of a specific date, true and correct as of such specific specified date) and ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing on the Extension Effective Date or after giving effect to any extension of the Stated Maturity Date on such date; and (iii) the calculations attached, then and made in reasonable detail, support the determinations made in clauses (c) through (f), below;
(c) the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall equal or exceed 1.5 to 1.0, as evidenced by an Officer's Certificate delivered by Borrowers to Administrative Agent and the Lenders with supporting calculations, dated as of the Extension Effective Date;
(d) the Loan to Value Ratio for the Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals obtained no more than ninety (90) days prior to the proposed Extension Effective Date (and after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%);
(e) (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries shall equal or exceed (y) the sum of (A) the Commitments aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to the extent applicable, the outstanding principal amount of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”Senior Secured Notes) shall, subject to the other provisions that matures within one year of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Effective Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments aggregate amount of preferred, convertible or other securities of FelCor Trust and L/C Commitment share its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Extension Effective Date;
(if applicablef) the Loan Parties shall continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture;
(g) payment to Administrative Agent for the benefit of Lenders of a facility extension fee equal to one half of one percent (0.50%) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Aggregate Commitments as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity applicable Extension Effective Date pursuant (after giving effect to this Section 2.8 and (z) any permanent reduction of the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Aggregate Commitments being made in connection with such extension, there are Terminating Lenders, Extension);
(h) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Borrowers may, at their own expense and in their sole discretion and prior Lenders to the Existing Maturity extent then due as of the applicable Extension Effective Date; and
(i) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements) and amendment to any Terminating Lender Mortgages of the remaining Collateral Properties to transfer and assign its interestsreflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, rights and obligations under this Credit Agreement including any additional mortgage tax, in accordance with Section 4.5 connection therewith). The Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to an Eligible Assignee that Borrowers. In no event shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; providedoccur later than August 1, however2015. During the extended term of the Loans, all terms and conditions of the Loan Documents (other than the original Stated Maturity Date) shall continue to apply, except that the Borrowers shall have given written notice no further right to extend the Administrative Agent in term of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Loans after the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderExtension.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Extension of Maturity Date. Borrower shall have the option to extend the Maturity Date from (a) On any anniversary of the Closing Original Maturity Date prior to the First Extended Maturity DateDate (“First Option to Extend”), (b) the Borrowers may request First Extended Maturity Date to extend the then-applicable Second Extended Maturity Date (the “Existing Second Option to Extend”), (c) the Second Extended Maturity Date”) for an additional one-year period (an “Extension Period”) Date to the date that is one year after the Existing Third Extended Maturity Date (the “Requested Maturity DateThird Option to Extend”); provided that ) and (d) the Borrowers may extend the Third Extended Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in to the form attached hereto as Exhibit 2.8(a) Fourth Extended Maturity Date (the “Extension Fourth Option to Extend” and each, an “Option to Extend”), upon satisfaction of Maturity Date Request”each of the following conditions precedent:
(a) As applicable, the Borrower shall have validly exercised the immediately previous Option to Extend; and
(b) The Borrower shall provide the Administrative Agent with written notice of the Borrower’s request to exercise an Option to Extend not more than ninety (90) days but not less than 30 days and not more than 90 thirty (30) days prior to any anniversary the then current Maturity Date; and
(c) As of the Closing Date, so long as (i) each date of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on Borrower’s delivery of notice of request to exercise an Option to Extend, and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orthen current Maturity Date, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or of Event of Default shall have occurred and be continuing on continuing, and Borrower shall so certify in writing; and
(d) No material default (beyond the date expiration of such any applicable notice and cure periods), as determined by Administrative Agent, shall exist under the Management Agreement or the Franchise Agreement; and
(e) The Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at the Borrower’s sole cost and expense, such title insurance endorsements reasonably required by the Administrative Agent; and
(f) There shall not have occurred any change in the Property since the Effective Date or the financial condition of the Borrower or either Guarantor from that which existed as of the commencement date Effective Date that, in the determination of the relevant Extension Period. Each Lender, acting Administrative Agent in its sole discretion, shallhas had a Material Adverse Effect; and
(g) On or before the then current Maturity Date, not later than a date 30 days after the Borrower shall pay to the Administrative Agent all recording costs, the costs of preparing any extension documents, including reasonable attorney’s fees if any, and any other reasonable costs and expense associated with the Borrower’s exercise of its receipt Option to Extend; and
(h) On or before the then current Maturity Date, Borrower shall pay to the Administrative Agent the fee provided for in Section 3.5(b); and
(i) With respect to the exercise of any such notice from the Second Option to Extend, the Third Option to Extend and the Fourth Option to Extend, at the Administrative Agent’s option, notify the Borrowers and the Administrative Agent in writing of its election shall have received, at the Borrower’s sole cost, an Appraisal with a valuation date not more than sixty (60) days prior to extend or not to extend the Existing then current Maturity Date with respect confirming to its Commitment. Any Lender which shall not timely notify the Borrowers and satisfaction of the Administrative Agent of its election to extend that the Existing Maturity Date shall be deemed Loan-to-Value Ratio does not to have elected to extend the Existing Maturity Date with respect to its Commitment exceed fifty percent (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”50%). The election If the Loan to Value Ratio exceeds fifty percent (50%), then the Borrower may satisfy the condition in this Section 2.10(i) by concurrently repaying such portion of any Lender the outstanding principal amount of the Loan necessary to agree cause the Loan-to-Value Ratio to a requested extension shall not obligate any other Lender to agree to such requested extension.be fifty percent (50%) or less; and
(bj) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date The Adjusted NOI of the relevant Extension PeriodProperty, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement calculated in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided2.5(b), however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be sufficient to yield a Debt Service Coverage Ratio of not less than the Maturity Date Minimum DSCR Hurdle. If the Adjusted NOI of the Property is insufficient to yield a Debt Service Coverage Ratio which satisfies the Minimum DSCR Hurdle, then the Borrower may satisfy the condition in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c2.10(j) unless by repaying such portion of the Borrowers have notified outstanding principal amount of the Loan as would cause such Lender of their intention condition to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lendersatisfied.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date At least thirty (the “Existing Maturity Date”30) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and but not more than 90 sixty (60) days prior to any anniversary of the Closing Date, so long the Borrower, by written notice to the Agent, may request, up to two (2) times during the term of this Agreement, an extension of the Maturity Date in effect at such time by one (1) year from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than twenty (20) days prior to such anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Maturity Date at least twenty (i20) each days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Agent shall notify the Borrower not later than fifteen (15) days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by the Lenders and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one (1) year; provided that on any Extension Date the representations and warranties of the Borrower contained in Section 7 and in the other Credit Documents shall be true and Article IV are correct in all material respects on and as of the date of such notice Extension Date, before and as after giving effect to such extension of the commencement date of the relevant Extension Period Maturity Date, as if though made on and as of each date (orsuch Extension Date, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on such Extension Date. If less than all of the date Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by those Lenders that so consented (each an “Extending Lender”) and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.23, be extended as to the Extending Lenders but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the applicable Extension Date, the Revolving Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive the Maturity Date for such Non-Extending Lenders as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the commencement date Maturity Date.
(c) If less than all of the relevant Extension Period. Each LenderLenders consent to any such request pursuant to subsection (a) of this Section 2.23, acting the Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, shall, give written notice to the Agent not later than a date 30 ten (10) days prior to the Extension Date of the amount of the Non-Extending Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after its receipt giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one (1) or more Extending Lenders or other Eligible Assignees (any such Eligible Assignee to be referred to herein as an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Revolving Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Commitment of any such notice from Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the Administrative Agentamount of the Revolving Commitment of such Non-Extending Lender is less than $10,000,000, notify in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Extending Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the Borrowers aggregate principal amount of, and any interest accrued and unpaid to the Administrative Agent in writing effective date of its election the assignment on, the outstanding Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid facility fees owing to extend or not such Non-Extending Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to extend such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the Existing Maturity Date effective date of such assignment shall have been paid to such Non-Extending Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.6(b) for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its Commitmentobligations under Section 9.2(b), shall survive such substitution as to matters occurring prior to the date of substitution. Any Lender which At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall not timely notify have delivered to the Borrowers Borrower and the Administrative Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its election Revolving Commitment and (C) each Non-Extending Lender being replaced pursuant to extend this Section 2.23 shall have used its commercially reasonable efforts to deliver to the Existing Maturity Date Agent any Note or Notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of subsection (c) of this Section 2.23, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be deemed not to have elected to extend a Lender for all purposes of this Agreement, without any further acknowledgement by or the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies consent of the Borrowers other Lenders, and the Administrative Agent obligations of an election not each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If (after giving effect to extend any assignments or fails assumptions pursuant to timely notify subsection (c) of this Section 2.23) Lenders have Revolving Commitments equal to at least 50% of the Borrowers and Revolving Commitments in effect immediately prior to the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree Extension Date consent to a requested extension shall not obligate any other Lender to agree later than one (1) Business Day prior to such requested extension.
(b) If and only if Extension Date, the Agent shall so notify the Borrower, and, subject to (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each of the Borrower contained in or pursuant to the Credit Documents are true and Article IV being correct in all material respects on and as of the date thereof (orof such extension of the Maturity Date, if any such representation before and warranty is expressly stated to have been after giving effect thereto, as though made as of a specific date, on and as of such specific date) and , (yii) no Default or Event of Default by each Borrower has having occurred and is continuingbeing continuing on the Extension Date and (iii) execution of a consent by the Extending Lenders, Assuming Lenders and the Borrower, the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (Aa) of this Section 2.23, and all references in this Agreement, and in the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”Notes, each a “Continuing Lender”) shallif any, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”” shall, as used herein, shall on with respect to each Extending Lender and after the date as of which the requested extension is effective mean each Assuming Lender for such Requested Maturity Extension Date, provided that if such date is not a Business Day, then such Requested refer to the Maturity Date as so extended. Promptly following each Extension Date, the Agent shall be notify the next succeeding Business Day and Lenders (B) the Commitments and L/C Commitment share (if applicableincluding, without limitation, each Assuming Lender) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the scheduled Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers immediately prior thereto and shall have given written notice to the Administrative Agent thereupon record in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Register the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date relevant information with respect to each such Terminating Extending Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to each such Terminating Assuming Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not earlier than ninety (90) days prior to, nor later than sixty (60) days prior to the Maturity DateDate then in effect, the Borrowers Borrower may request by Requisite Notice made to extend Administrative Agent (who shall promptly notify Lenders) a one year extension of the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date . Such request shall include a certificate signed by a Responsible Officer stating that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be 5 are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) certificate and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionexists.
(b) If and only if (i) one or more Lenders shall have agreed the statements in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a such certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of correct, the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, Maturity Date shall be extended to the Requested Maturity Date specified same date in the following calendar year, effective as of a date to be determined by Administrative Agent and Borrower (the "Extension of Maturity Date Request from the BorrowersEffective Date"), and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify Lenders thereof. On or prior to the Extension Effective Date, Borrower shall deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent: (xi) the Lenders corporate resolutions and incumbency certificates of Borrower and any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension Guarantor dated as of the Existing Maturity Extension Effective Date pursuant to this Section 2.8 approving such extension, and (zii) the Borrowers and the Lenders of new or amended Notes, if requested by any Lender which becomes a Terminating new or affected Lender, evidencing such new or extended Commitments.
(c) In Only two extensions of the event that Maturity Date may be made, and the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andnot, in connection with such extensionany event, there are Terminating Lendersbe extended beyond July 31, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender2004.
(d) Revolving Loans or L/C Borrower shall pay to Administrative Agent, for the account of each Lender pro-rata according to its Pro Rata Share, an extension fee equal to (i) in the case of the first extension of the Maturity Date made pursuant to Section 2.13, 0.25% times the Outstanding Obligations owing to any Terminating Lender on the Existing first day of the new extension period, and (ii) in the case of the second extension of the Maturity Date with respect made pursuant to such Terminating Lender Section 2.13, 0.35% times the Outstanding Obligations on the first day of the new extension period. The extension fee shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, payable on the Existing Maturity Date with respect first day of the new extension period and such extension fees are fully earned on the date paid. The extension fee paid to such Terminating Lendereach Lender is solely for its own account and is nonrefundable.
(e) This section shall supercede any provisions in Section 10.01 to the contrary.
Appears in 1 contract
Extension of Maturity Date. (a) On any Commencing with the second anniversary of the Closing Date prior to the Maturity Restatement Date, the Borrowers may request Borrower may, upon not less than 30 days’ (but not more than 45 days’) notice prior to such second anniversary of the Restatement Date and each anniversary of the Restatement Date thereafter (each such anniversary, “Current Anniversary Date”) to the Administrative Agent (which shall notify each Lender of receipt of such request), propose to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to measured from the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two . Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On The Company may at any anniversary of the Closing Date time and from time to time not more than ninety (90) days and not less than thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Maturity Date”) for ), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an additional one-year period (extension occurs, an “Extension PeriodDate”) such Bank’s Maturity Date to the date that is one year 364 days after the Existing Maturity Date then in effect for such Bank.
(b) Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Requested Maturity Bank Notice Date”); provided , advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Maturity Date, an “Extending Bank”). Each Bank that determines not to so extend its Maturity Date (a “Non-Extending Bank”) shall notify the Borrowers may extend Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date.
(c) The Agent shall promptly notify the Company of each Bank’s determination under this Section.
(d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for a maximum two any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the each, an “Extension of Maturity Date RequestAdditional Bank”) approved by the Agent in accordance with the procedures provided in Section 4.2, each of which Additional Banks shall have entered into an Assignment Agreement (in accordance with and subject to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties restrictions contained in Section 7 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided, that the Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Banks shall, effective on or before the other Credit Documents shall be true and correct in all material respects on and as of the date of applicable Maturity Date for such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Non-Extending Bank, assume a Loan (orand, if any such representation Additional Bank is already a Bank, its assumed Loan shall be in addition to such Bank’s Loan outstanding hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and warranty the Company (which notice shall set forth such Bank’s new Maturity Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks.
(e) If (and only if) the total of the Loans of the Banks that have agreed to extend their Maturity Date and the new or increased Loans of any Additional Banks is expressly stated more than 50% of the aggregate amount of the Loans in effect immediately prior to have been made the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Bank and of each Additional Bank shall be extended to the date that is 364 days after the then Existing Maturity Date (except that, if such date is not a specific dateBusiness Day, such Maturity Date as of such specific dateso extended shall be the immediately preceding Business Day) and each Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than 364 days after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder.
(iif) Notwithstanding the foregoing, (x) no more than one (1) extension of the Maturity Date shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Bank unless:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such notice applicable Extension Date and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days immediately after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.giving effect thereto;
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower of the Company set forth in or pursuant to the Credit Documents this Agreement are true and correct in all material respects on and as of the date thereof (orapplicable Extension Date and after giving effect thereto, if any such representation as though made on and warranty is expressly stated to have been made as of a specific such date (or to the extent that such representations and warranties specifically refer to an earlier date, as of such specific earlier date); and
(iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) certifying and attaching the Commitments and L/C Commitment share (if applicable) of resolutions adopted by the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as Company approving or consenting to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lendersuch extension.
(cg) In the event that On the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersof each Non-Extending Bank, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement Company shall repay such Non-Extending Bank in accordance with Section 4.5 2.2 (and shall pay to an Eligible Assignee that such Non-Extending Bank all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall assume prepay any Loans outstanding on such assigned obligations date (and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice pay any additional amounts required pursuant to Section 4.4) to the Administrative Agent in extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time respective Banks effective as of such assignment. The Borrowers date, and the Agent shall not be permitted administer any necessary reallocation of the Outstanding Credit Exposures (without regard to require a Lender to assign any part of its interestsminimum borrowing, rights and obligations under pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderAgreement).
(dh) Revolving Loans This Section shall supersede any provisions in Section 10.1 or L/C Obligations owing Section 12.11 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.
Appears in 1 contract
Extension of Maturity Date. Reduction of Commitments
(a) On any anniversary so extended subject to the payment by Borrower to the Agent, within 10 days following notice of such consent to Borrower, of an extension fee as may be determined by such consenting Banks. Each such extension fee shall be for the account of the Closing Date prior to consenting Banks, based upon their pro-rata shares of the Maturity DateCommitments. If written consent is not so given by the Required Banks, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend no extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such shall occur, but the request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to therefor can be renewed at any anniversary of the Closing future Anniversary Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during In the 30 day period referred to in Section 2.8(a) event that a request to extend the Existing a Maturity Date and under clause (ii) a), above, is approved by the Borrowers shall have submitted to the Administrative Agent, on the commencement date Required Banks but less than all of the relevant Extension PeriodBanks, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shallthen, subject to clause (c), below, the other provisions portion of this Credit Agreement, be extended the Commitments attributable to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Banks that did not grant consent to such Lenders extension (each, a "Non-Consenting Bank") shall terminate on the term “Prior Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that a portion of the Commitments are to be terminated on a Prior Maturity Date shall have been extended for pursuant to the Continuing Lenders in accordance with paragraph 2.8(b) above andterms of clause (b), in connection with such extensionabove, there are Terminating Lenders, the Borrowers Borrower may, at their own expense and in their sole discretion and any time until six (6) months prior to the Existing Prior Maturity Date, require have the right to arrange for one or more Persons that are either existing Banks or Eligible Assignees (each, for these purposes, a "New Bank") and that (if not an existing Bank) are approved by the Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of any Terminating Lender Non-Consenting Bank's then outstanding Advances, its Notes and its participation interest in outstanding Letters of Credit, and assume its Pro Rata Share of the Commitments and its obligations hereunder. Upon the agreement in writing by one or more New Banks, the Non-Consenting Bank shall be required to transfer and assign its interestsPro Rata Share of the Commitments, rights together with the Indebtedness then evidenced by its Notes and obligations under this Credit Agreement its participation interest in outstanding Letters of Credit, to the New Bank or New Banks in accordance with Section 4.5 11.8. On the date of any such assignment, the Non-Consenting Bank which is being so replaced shall cease to an Eligible Assignee that be a "Bank" for all purposes of this Agreement and shall assume receive (i) from the New Bank or New Banks the principal amount of its Advances then outstanding and (ii) from Borrower all interest and fees accrued and then unpaid with respect to such assigned obligations Advances, together with any other amounts then payable to such Bank by Borrower. In the event the Non-Consenting Bank is also the Issuing Bank, then the New Bank shall become the Issuing Bank for all purposes of this Agreement and that shall agree that its Commitment will expire on either (at the Maturity Date in effect for Continuing Lenders; providedNon-Consenting Bank's election, however, that the Borrowers shall have given written notice subject to the Administrative approval of Borrower, the Agent and the New Bank (which approvals shall not be unreasonably withheld) and, in the case of an assignee that is not a Lenderclause (A) below, the approval of the applicable Letter of Credit beneficiaries)
(A) issue new letters of credit to replace the outstanding Letters of Credit issued by the Non-Consenting Bank, or (B) issue new letters of credit to the Non-Consenting Bank in support of the outstanding Letters of Credit issued by the Non-Consenting Bank, whereupon such outstanding Letters of Credit shall no longer be considered "Letters of Credit" under this Agreement, and such new letters of credit shall be considered Letters of Credit for all purposes of this Agreement (including the participation therein by the other Banks pursuant to Section 2.12). Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require purchase -32- by a Lender to assign any part of its interests, rights and obligations under this Credit Agreement New Bank pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(cclause (c) shall be deemed further evidenced by a revised version of Schedule 1.1 hereto prepared by the Agent and delivered to have consented Borrower and each of the Banks and replacement Notes delivered by Borrower to the Agent for distribution to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderBanks in exchange for the corresponding existing Notes.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more Not earlier than 90 days prior to any anniversary to, nor later than 30 days prior to, the first two anniversaries of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such Borrower may, upon notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in writing effect. Within 30 days of its election to extend delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to extend the Existing Maturity Date with respect to its Commitmentsuch extension (which consent may be given or withheld in such Lender's sole and absolute discretion). Any Lender which shall not timely notify responding within the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date above time period shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree consented to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers Borrower and the Lenders of the Lenders' responses. Nothing in this Section shall be deemed to restrict the ability of any Lender that declines, or is deemed to have declined, to consent to a requested extension from offering to assign its Commitment pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower.
(b) The Maturity Date shall be extended only if all Lenders have consented thereto. If so extended, the Maturity Date shall be extended to the same date in the following year, effective as of the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which becomes a Terminating Lendercase they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, 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 (B) no Default exists.
(c) In the event that the Maturity Date This Section shall have been extended for the Continuing Lenders supersede any provisions in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior Section 2.13 or 10.01 to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lendercontrary.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. In the event that any portion of this Debenture remains outstanding at the original Maturity Date of this Debenture (afor purposes of this Section 2(f) On any anniversary of the Closing Date prior to the Maturity Dateonly, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Original Maturity Date”); provided that , the Borrowers may Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for a maximum two an additional six (26) month period such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in that the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents Debenture shall be true due and correct in all material respects payable on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orNovember 28, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders2021; provided, however, that immediately after the Borrowers shall have given written notice to expiration of the Administrative Agent in Original Maturity Date, all amounts due and payable on the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date Debenture shall be increased by the Maturity Date in effect for the Continuing Lenders at the time Extension Amount. By way of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interestsexample, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days if immediately prior to the proposed assignment dateOriginal Maturity Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,100,000 (for the avoidance of doubt, if immediately thereafter Company then determined to prepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,430,000). Any Eligible Assignee At least ten (10) Business Days prior to such extension, the Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which becomes period the Holder shall retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Lender as Form 8-K and issue a result press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the expiration of such an assignment made pursuant to the Original Maturity Date, notwithstanding the automatic extension of the Maturity Date, this Section 2.8(c) Debenture shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderin default under Section 8 hereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Convertible Security Agreement (Recruiter.com Group, Inc.)
Extension of Maturity Date. (a) On At any anniversary of time following the Closing Date date -------------------------- which is 60 days prior to the then current Maturity Date, the Maturity Date may be extended for one year at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that Borrower and the Co-Borrowers are then -------- in compliance with Section 7.1, Borrower and the Co-Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) deliver to the Administrative Agent not less than 30 days and not more than 90 days prior who will deliver to any anniversary each of the Closing Date, so long as (i) each Banks a written request for a one year extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the Co-Borrowers stating that the representations and warranties contained in Section 7 Article 4 (other than representations and in the other Credit Documents shall be warranties which expressly speak as of ----- ---- a particular date or are no longer true and correct in all material respects as a result of a change which is not a violation of this Agreement) are true and correct on and as of the date of such notice Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the Co-Borrower and the Banks of the results thereof. If all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the commencement date then current Maturity Date. If Banks holding at least 66 2/3% of the relevant Extension Period as if made on and as of Commitment consent to the request for extension, but other Banks (each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date"Non-Consenting Bank") and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from notify the Administrative Agent, Agent that they will not consent to the request for extension (or fail to notify the Borrowers and the Administrative Agent in writing of its election their consent to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension), Borrower and the Administrative Agent Co-Borrowers may cause all of its election the Non-Consenting Banks to extend the Existing Maturity Date be removed as Banks under this Agreement pursuant to Section 11.27, provided that such removal shall be deemed not accomplished by assignment to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred -------- Eligible Assignees which are willing to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted consent to the Administrative Agent, on the commencement date request for extension and not by reduction of the relevant Extension Period, a certificate amount of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateCommitment. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that sufficient Eligible Assignees can be identified to assume the Maturity Date shall have been extended Pro Rata Shares of the Non-Consenting Banks, then the request for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date extension shall be granted with the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderset forth above.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. In the event that any portion of this Debenture remains outstanding at the original Maturity Date of this Debenture (afor purposes of this Section 2(e) On any anniversary of the Closing Date prior to the Maturity Dateonly, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Original Maturity Date”); provided that , the Borrowers may Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for a maximum two an additional three (23) month period such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in that the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents Debenture shall be true due and correct in all material respects payable on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orSeptember 10, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders2023; provided, however, that immediately after the Borrowers shall have given written notice to expiration of the Administrative Agent in Original Maturity Date, all amounts due and payable on the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date Debenture shall be increased by the Maturity Date in effect for the Continuing Lenders at the time Extension Amount. By way of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interestsexample, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days if immediately prior to the proposed assignment dateOriginal Maturity Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,100,000 (for the avoidance of doubt, if immediately thereafter Company then determined to prepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,430,000). Any Eligible Assignee At least ten (10) Business Days prior to such extension, the Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which becomes period the Holder shall retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Lender as Form 8-K and issue a result press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the expiration of such an assignment made pursuant to the Original Maturity Date, notwithstanding the automatic extension of the Maturity Date, this Section 2.8(c) Debenture shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderin default under Section 8 hereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Convertible Security Agreement (Brain Scientific Inc.)
Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing definition of the term “Maturity Date” (the “Original Maturity Date”), Kimco may extend the Maturity Date prior to the Maturity Date, date one year after the Borrowers may request to extend the then-applicable Original Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2i) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Kimco shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.15% of the aggregate amount of the Revolving Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii), the following conditions shall be satisfied:
(a) each Each of the representations and warranties contained made by Kimco in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date; and
(i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by Kimco as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form a Responsible Officer of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Kimco to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than At least 30 days and but not more than 90 days prior to any anniversary of the Closing Date, so long but not more than twice prior to the Maturityafter the first anniversary of the Closing Date, the Company, by written notice to the Administrative Agent, may request an extension of the Maturity Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Company and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Maturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date.
(ib) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each of Extension Date (x) the representations and warranties contained in Section 7 and in the other Credit Documents Article III shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agentextent qualified by materiality, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the which case such representations and warranties made by each Borrower in or pursuant to the Credit Documents are shall be true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific daterespects) and (y) no Default or Event of Default by each Borrower has shall have occurred and is be continuing, then (A) the Commitments . If less than all of the Lenders other than Terminating consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended for one year as to those Lenders that so consented (the “Continuing Lenders”, each a “Continuing Consenting Lender”) shall, subject to the other provisions of this Credit Agreement, but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the Requested extent that the Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and is not extended as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date Lender pursuant to this Section 2.8 and (z) the Borrowers 2.20 and the Lenders Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender which becomes a Terminating or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date.
(c) In If less than all of the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(bconsent to any such request pursuant to subsection (a) above and, in connection with such extension, there are Terminating Lendersof this Section 2.20, the Borrowers mayAdministrative Agent shall promptly so notify the Company, at their own expense and in their sole discretion and prior whereupon the Company may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Existing Maturity Extension Date, require any Terminating Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 thereafter arising, without recourse to an Eligible Assignee that shall assume or warranty by, or expense to, such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersNon-Consenting Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Commitment of an assignee that is not a Lender. Any any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.04(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03, and its obligations under Section 8.10, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Company and the Administrative Agent an assignment made Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.8(c2.20 shall have delivered to the Administrative Agent any promissory note held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Credit Agreement and shall be deemed to have consented to a Lender for all purposes of this Credit Agreement, without any further acknowledgment by or the applicable Extension consent of Maturity Date Request andthe other Lenders, thereforeand the obligations of each such Non-Consenting Lender hereunder (other than the obligation under Section 8.10) shall, shall not by the provisions hereof, be a Terminating Lenderreleased and discharged.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Medtronic PLC)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum Borrower shall have two (2) successive options to extend the scheduled Maturity Date of the Loan to the one-year anniversary of the Maturity Date as theretofore in effect (the period of each such extension, an “Extension Term”), provided that, the following conditions are satisfied: (i) Borrower shall deliver to Lender written notice of its election of such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(aTerm at least thirty (30) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 ninety (90) days prior to any anniversary of the Closing then applicable Maturity Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and ; (ii) no Default or Event of Default shall have occurred and be continuing on either the date of such notice or the then applicable Maturity Date; (iii) Borrower shall have entered into an Interest Rate Protection Agreement for the applicable Extension Term in form and substance reasonably acceptable to Lender and otherwise in accordance with the terms of Section 7.24 hereof and shall have collaterally assigned such Interest Rate Protection Agreement to Lender pursuant to the terms of a collateral assignment in form and substance reasonably satisfactory to Lender; (iv) the Debt Yield shall not be less than 8.00% in connection with the first Extension Term and 8.3% in connection with the second Extension Term; (v) if required by Lender, Borrower shall permit Lender or its agents or employees to perform, at Borrower’s sole cost and expense, an inspection of the Property, which inspection shall be acceptable to Lender, in Lender’s sole discretion; (vii) Borrower shall have delivered to Lender, together with its notice pursuant to clause (i) of this Section 2.10 and as of the commencement date of the relevant applicable Extension Period. Each Term, an Officer’s Certificate, in form and substance reasonably acceptable to Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt certifying that each of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each of Borrower contained in or pursuant to the Credit Loan Documents are true is true, complete and correct in all material respects on and as of the date thereof (or, if any of such Officer’s Certificate to the extent such representation and warranty is expressly stated to have been made warranties are not matters which by their nature can no longer be true and correct as a result of a specific date, as the passage of such specific date) time; and (yviii) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) later than the Commitments Business Day prior to the first day of the Lenders other than Terminating Lenders (the “Continuing Lenders”applicable Extension Term, each a “Continuing Lender”) shall, subject Borrower shall have paid to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Lender the Extension of Maturity Date Request from the BorrowersFee and all reasonable out-of-pocket expenses (including, without limitation, reasonable legal fees and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Bexpenses) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any incurred by Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior . If Borrower fails to the Existing Maturity Date, require exercise any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement extension option in accordance with Section 4.5 to an Eligible Assignee that shall assume the provisions of this Agreement, such assigned obligations extension option, and that shall agree that its Commitment any subsequent extension option hereunder, will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights automatically cease and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderterminate.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Loan Agreement (Gaia, Inc)
Extension of Maturity Date. (a) On any anniversary of Borrower shall have the Closing Date prior to the Maturity Date, the Borrowers may request option to extend the then-applicable term of the Loan beyond the Stated Maturity Date for two (2) successive terms (each, an “Extension Option”) of one (1) year each to (y) the Payment Date occurring in March, 2015, and (z) the Payment Date occurring in March, 2016 (the “Existing Second Extended Maturity Date”” and each such date in (y) for an additional one-year period and (z), an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such , respectively, and, as to each Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary Option, upon satisfaction of the Closing Date, so long as following terms and conditions:
(i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable extension term is commenced;
(ii) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than three (3) months, and no later than one (1) month, prior to the then applicable Maturity Date;
(iii) at least thirty (30) days prior to the commencement of the applicable Extension Option, Borrower shall obtain and deliver to Lender one or more Replacement Rate Caps, which Replacement Rate Caps shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the end of the Interest Period in which the Maturity Date as extended pursuant to the terms of this Section 2.3 falls; and
(iv) in connection with each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.3 and as of the commencement date of the relevant applicable Extension Period. Each LenderOption, acting an Officer’s Certificate in its sole discretion, shall, not later than a date 30 days after its receipt form acceptable to Lender certifying that each of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each of Borrower contained in or pursuant to the Credit Loan Documents are true is true, complete and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Officer’s Certificate. All references in this Agreement and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to in the other provisions of this Credit Agreement, be extended Loan Documents to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for means the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the applicable Extended Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to event the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderOption is exercised.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Mortgage Loan Agreement (Ashford Hospitality Trust Inc)
Extension of Maturity Date. (a) On any anniversary After November 23, 2021, the Borrower may, on one occasion during the term of this Agreement, request an extension of the Closing Maturity Date for an additional one-year period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (require any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Declining Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If assign and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign delegate its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume selected by the Borrower and willing to accept such assigned obligations assignment (in accordance with, and that shall agree that its Commitment will expire on subject to, the Maturity Date in effect restrictions and consents otherwise required for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderassignments generally).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Allete Inc)
Extension of Maturity Date. Borrower shall have two (a2) On any successive options to extend the scheduled Maturity Date of the Loan to the Monthly Payment Date in the month containing the one-year anniversary of the Closing Maturity Date as theretofore in effect (the period of each such extension, “Extension Term”). In order to exercise such extension option, Borrower shall deliver to Agent written notice of such extension on or before the date that is thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-then applicable Maturity Date (but in no event more than ninety (90) days in advance of the “Existing applicable Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing ). The Maturity Date (the “Requested Maturity Date”); shall be extended pursuant to Borrower’s notice as aforesaid, provided that the Borrowers may extend following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (i) no Event of Default shall be in existence either at the time of Borrower’s notice or on the then applicable Maturity Date for Date, (ii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a maximum two new Assignment of Rate Protection Agreement, (2iii) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Debt Yield (the “Extension of Maturity Date Request”) to the Administrative calculated by Agent not less than 30 days and not more than 90 ten (10) days prior to any anniversary of the Closing then applicable Maturity Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify be less than eight and one-half percent (8.5%)] for the Borrowers and first Extension Term or nine percent (9%) for the Administrative Agent of its election second Extension Term, (iv) Borrower shall pay to extend the Existing Maturity Date shall be deemed not Lender an extension fee in an amount equal to have elected to extend the Existing Maturity Date with respect to its Commitment one quarter percent (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable0.25%) of the Terminating Lenders shall continue until then outstanding principal balance of the Existing Maturity Date and shall then terminateLoan no later than the Business Day prior to the first day of the applicable Extension Term, and as to the Terminating Lenders(v) Borrower has paid all of Lender’s reasonable, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders out-of-pocket costs and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, expenses in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior . If Borrower fails to the Existing Maturity Date, require exercise any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement Extension Term in accordance with the provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 4.5 2.3.3, then Borrower shall have the right to an Eligible Assignee that shall assume partially prepay the Loan by the amount necessary such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers applicable Debt Yield threshold is satisfied, provided (A) no Spread Maintenance Premium shall have given written notice be due in connection with any such prepayment of the Loan and (B) such prepayment shall be subject to the Administrative Agent in the case terms and provisions of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender2.4.1 below (other than those restricting partial prepayments).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Loan Agreement (Black Creek Diversified Property Fund Inc.)
Extension of Maturity Date. (a) On any anniversary The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders), request up to two (2) one-year extensions of the Closing Date Maturity Date, each such request to be given not less than sixty (60) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “"Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to "). Such request shall be accompanied by a certificate, signed by the date that is one year after chief executive officer or the Existing Maturity Date (chief financial officer of the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request Borrower, in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) reasonably satisfactory to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary Agent, certifying on behalf of the Closing Date, so long as Borrower that (iA) each of the all representations and warranties of the Borrower contained in Section 7 this Agreement and in the other Credit Documents shall be are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) request and (iiB) no Default or Event of Default shall have has occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. is continuing.
(b) Each Lender, acting in its sole and individual discretion, shall, not later than a date 30 days after its receipt of any such by notice from the Administrative Agent, notify the Borrowers and to the Administrative Agent given not less than thirty (30) days prior to the Existing Maturity Date, elect to either extend the Existing Maturity Date as provide in writing of its election SECTION 2.20(a) or decline to extend or agree to such extension (any Lender that does not so advise shall be deemed to have declined to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”Date). The election of any Lender to agree to a requested any such extension shall not obligate any other Lender to agree to such requested extensionso agree.
(bc) If and only if (i) one or more Lenders The Administrative Agent shall have agreed notify the Borrower in writing during of each Lender's determination under this SECTION 2.20 no later than the 30 day period referred date fifteen (15) days prior to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be on the next succeeding preceding Business Day Day).
(d) If (and (Bonly if) the Commitments and L/C Commitment share (if applicable) each of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as have agreed so to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean extend the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension then, effective as of the Existing Maturity Date pursuant (provided that no Default or Event of Default has occurred and is continuing as of such date both before and after giving effect to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that requested extension), the Maturity Date shall have been be extended for to the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to first anniversary of the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. Subject to the provisions of this Section 2.5, Borrower will have the option to (ai) On any anniversary extend the term of the Closing Date prior to Loan beyond the Maturity Date, the Borrowers may request to extend the then-applicable Initial Maturity Date for one (1) successive term (the “Existing Maturity DateFirst Extension Option”) for an additional one-year period of twelve (an 12) months (the “First Extension PeriodTerm”) to the date that is one year after the Existing Maturity Date May 6, 2025 (the “Requested First Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) provided the Initial Maturity Date shall have been timely and properly extended to the First Extended Maturity Date, further extend the term of the Loan beyond the First Extended Maturity Date for one (1) successive term (the “Second Extension Option”) of twelve (12) months (the “Second Extension Term”) to May 6, 2026 (the “Second Extended Maturity Date”). In order to exercise either Extension Option, Borrower shall deliver to Administrative Agent written notice (which notice shall be irrevocable; provided, Borrower shall have the right to revoke any such notice by written notice of such revocation not later than one (1) Business Day prior to the date of the applicable Maturity Date, without any penalty and without causing an Event of Default hereunder provided that, in connection with any such revocation, Borrower shall (i) pay to Administrative Agent an amount equal to all interest that would have accrued on the amount of the Loan through the date which is forty-five (45) days following such revocation and (ii) reimburse Administrative Agent for the reasonable costs and expenses of Administrative Agent’s legal counsel as a result of such revocation) of its intent to exercise such Extension Option no earlier than one hundred twenty (120) days, and no later than forty-five (45) days, prior to the then applicable Maturity Date, and upon the giving of such notice of extension, the Maturity Date as theretofore in effect shall be extended as set forth above, subject to the satisfaction of the following conditions on or before such Maturity Date:
(a) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Initial Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing or First Extended Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to Date, as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.applicable;
(b) If Borrower shall have made an additional deposit to the Interest Reserve Funds and only if the Tax Reserve Funds in amounts reasonably determined by Administrative Agent as of the later of (x) the Initial Maturity Date or First Extended Maturity Date, as applicable and (y) ten (10) Business Days after Administrative Agent delivers to Borrower its determination of the amount required to be deposited;
(c) Borrower shall have paid to Administrative Agent all out-of-pocket expenses (including reasonable legal fees and disbursements of Administrative Agent’s outside counsel) incurred by Administrative Agent in connection with Borrower’s exercise of the Extension Option;
(d) Borrower shall have paid to Administrative Agent, (i) in connection with the First Extension Option, an amount equal to one or more Lenders shall have agreed in writing during half of one percent (0.50%) of the 30 day period referred to in Section 2.8(a) to extend outstanding principal balance of the Existing Loan as of the Initial Maturity Date Date, and (ii) in connection with the Borrowers shall have submitted Second Extension Option, an amount equal to the Administrative Agent, on the commencement date one half of one percent (0.50%) of the relevant Extension Period, a certificate outstanding principal balance of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and Loan as of the date thereof First Extended Maturity Date;
(or, if any such representation e) Administrative Agent shall have completed substantively the same “know your customer” due diligence review and warranty is expressly stated to have been made as completion of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) credit check which was conducted in connection with the Commitments closing of the Lenders other than Terminating Lenders (the “Continuing Lenders”Loan with respect to Borrower and Guarantor and, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request extent such review differs from the Borrowers, and as to such Lenders review conducted in connection with the term “Maturity Date”, as used herein, shall on and after closing of the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business DayLoan, then such Requested Maturity Date review shall be substantively consistent Administrative Agent’s review process with respect to similar loans across its portfolio; provided, that, for the next succeeding Business Day and (B) avoidance of doubt the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders foregoing review process shall continue until the Existing Maturity Date and shall then terminate, and as not permit Administrative Agent to require any further conditions to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and Loan which increase the obligations of Borrower or Guarantor under the Loan Documents; and
(zf) if at the Borrowers time Borrower exercises the applicable Extension Option, Borrower has validly exercised the Building Loan Option and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Building Loan Closing Date has occurred, Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b(i) above and, in connection with such extensionthe First Extension Option, there are Terminating Lenders, validly exercised the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent “First Extension Option” as defined in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Building Loan Agreement, and (ii) in connection with the Maturity Date Second Extension Option, validly exercised the “Second Extension Option” as defined in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderBuilding Loan Agreement.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. The Maturity Date of this Note may be -------------------------- extended by Maker for two (a2) On any anniversary periods of one (1) year each (an "Extension Period") upon the written request of Maker given not less than sixty (60) days nor more than one hundred twenty (120) days prior to the then-effective Maturity Date to be extended, each such extension being subject to satisfaction of the Closing Date following:
(1) Payment at the commencement of each applicable Extension Period by Maker of an extension fee equal to One Quarter of One percent (0.25%) of the principal amount of this Note;
(2) Payment prior to the first day of each applicable Extension Period by Maker of any tax, together with penalties and interest thereon (if any) due to either the City of Alexandria or the Commonwealth of Virginia in connection with the Loan or any extension thereof;
(3) The delivery by Maker to Payee of an extension agreement and such other documentation as Payee may reasonably require in connection therewith, all of which shall be in form and substance acceptable to Payee (including a modification of this Note to provide that the maximum amount of interest payable from the date of such modification shall not exceed the maximum amount payable under law in effect during the applicable Extension Period);
(4) At the time of such notice and on the first day of the applicable Extension Period, there shall exist no uncured Event of Default under any of the Loan Documents ( as defined in the Deed of Trust);
(5) Maker shall, if requested by Xxxxx, deliver to Payee an opinion of counsel in form and substance acceptable to Payee, stating that, inter alia, the Loan Documents create valid and binding obligations of Maker and are enforceable in accordance with their terms, subject to customary qualifications;
(6) Maker shall deliver to Payee an endorsement to or reissuance of the existing title insurance policy held by Payee in connection with the Loan, revising the effective date of the policy to the first day of the applicable Extension Period and stating that the coverage afforded thereby, or the agreements thereunder, shall not be adversely affected because of such extension;
(7) An Appraisal having an effective date not earlier than sixty (60) days and delivered not later than thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided indicating that the Borrowers may extend the Maturity Date Loan to Value Test is satisfied;
(8) The delivery by Maker to Payee of all financial information reasonably requested by Xxxxx, as provided for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(aDeed of Trust;
(9) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing DateMaker shall pay, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in at its sole discretioncost and expense, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made reasonable costs incurred by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Payee in connection with such extension, there are Terminating Lendersincluding appraisal fees, the Borrowers mayinspection fees, at their own expense survey and survey recertification fees, reasonable legal fees, and fees for environmental studies and reports and such other professional services which Payee in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders good faith determines at the time such extension is requested are necessary to satisfy any Legal Requirement (as defined in the Deed of such assignment. The Borrowers Trust) and to protect the value of the Trust Property and Improvements; the payment by Maker of these costs and expenses shall not be permitted credited, in any way or to require a Lender to assign any part extent, against any portion of its interests, rights and obligations under the outstanding balance of this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request Note; and, therefore, shall not be a Terminating Lender.
(d10) Revolving Loans or L/C Obligations owing to any Terminating Lender on Payee is satisfied that the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderExtension Test has been met.
Appears in 1 contract
Samples: Promissory Note (Saul Centers Inc)
Extension of Maturity Date. Hyatt shall have the right to extend the Maturity Date with respect to each Extending Lender to January 10, 2024 (a) On any anniversary of the Closing Date period from January 11, 2023 until January 10, 2024, the “Extension Period”). Hyatt may exercise such right only by executing and delivering to the Administrative Agent, at least 30 days but not more than 120 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable current Maturity Date (the date of such delivery, the “Existing Maturity Extension Date”) for an additional one-year period ), a written notice of such extension (an “Extension PeriodNotice”) to ). The Administrative Agent shall notify the date that is one year after the Existing Extending Lenders if it receives an Extension Notice promptly upon receipt thereof. The Maturity Date (shall be extended for the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to Period effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Extension Notice and subject to the satisfaction of the following conditions as of the Extension Date, so long as : (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall be in existence or would result therefrom and (B) the representations and warranties contained made by the Credit Parties herein or in Section 7 and in the any other Credit Documents Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice Extension Date with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances not prohibited under the Credit Documents, (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Leverage Ratio for the most recent Measurement Date preceding the Extension Date for which financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) shall not exceed the maximum level permitted pursuant to Section 5.9(a) for such Measurement Date, (iii) the Credit Parties shall have delivered resolutions authorizing such extension and a legal opinion of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject counsel to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and Parties as to such Lenders due authorization and the term “Maturity Date”continued enforceability of the Credit Documents (which due authorization opinions may be provided by in-house counsel), as used hereinin each case in form and substance reasonably satisfactory to the Administrative Agent, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Biv) the Commitments and L/C Commitment share (if applicable) payment of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as Fees payable under Section 2.10(e). Prior to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders effectiveness of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lenderimmediately preceding clauses (i) and (ii). Any such Eligible Assignee’s initial Maturity Date shall be Notwithstanding the Maturity Date foregoing or anything in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result contrary, upon the satisfaction of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender foregoing conditions and on the Existing Extension Date, (i) the Maturity Date with respect to such Terminating the Revolving Commitment, LOC Commitment and Swingline Commitment of each Extending Lender shall be repaid in fullautomatically extended to January 10, 2024 without consent or further action by any Lender or any other Person, (ii) the Revolving Commitment of each Non-Extending Lender shall terminate, (iii) the Aggregate Revolving Committed Amount shall be reduced by the Revolving Committed Amount of each Non-Extending Lender, (iv) the Swingline Committed Amount and the aggregate Dollar Amount of LOC Obligations permitted hereunder shall be reduced on a proportionate basis with the reduction of such Aggregate Revolving Committed Amount and (v) all Obligations (including all accrued interest and all other amounts then Facility Fees) owing to the Non-Extending Lenders shall be due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderpayable in full.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Extension of Maturity Date. The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by one (a1) On any anniversary of year. The Borrower may exercise such right only by executing and delivering to the Closing Date Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to year effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to .25% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) 2.18). At any time prior to the Borrowers and the Lenders effectiveness of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (First Industrial Realty Trust Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained such Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing such Maturity Date with respect to its Commitment (any Lender who timely notifies then in effect. If the Borrowers and Supermajority Lenders shall approve in writing the Administrative Agent extension of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Maturity Date requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension.
(b) If and only if Extension Request; provided that (i) one or more Lenders each extension pursuant to this Section 2.24 shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date be for a maximum of 364 days and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of such extension not less than 30 days and not more than 60 days prior to such Maturity Date Certificate”), stating that then in effect (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If not a Business Dayless than 30 days and not more than 60 days prior to such Maturity Date then in effect, then such Requested the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.24 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender.
(b) Loans (including any principal, interest, fees and other amounts due hereunder) owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date.
(c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Loans of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign Objecting Lenders, together with accrued interest thereon, any part of its interests, rights and obligations under this Credit Agreement amounts payable pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and 9.5, any accrued and unpaid Facility Fee and any accrued and unpaid Utilization Fee or other amounts payable to require the assignment thereof at least ten days prior it hereunder and/or, upon giving not less than three Business Days' notice to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Objecting Lenders and the Administrative Agent, to cancel in whole or in part the Commitments of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders.
(d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit H by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided that the Facility Fees, the Utilization Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Agreement (Cendant Corp)
Extension of Maturity Date. (a) On any anniversary of Upon written request by the Closing Borrowers and written approval by the Required Lenders in their sole discretion, the Original Maturity Date prior may be extended to the Maturity Date, the Borrowers may request to extend the then-next applicable Extended Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested New Maturity Date”); provided that . Thereafter, the Borrowers may extend term “Original Maturity Date” with respect to the Term Loans and Commitments as used herein and in any Note executed and delivered by the applicable Borrower pursuant to Section 2.05(5), shall at all times refer to the New Maturity Date. In connection with any extension of the then applicable Original Maturity Date for a maximum two to the next applicable Extended Maturity Date, the Borrower shall have paid (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”or cause to be paid) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders the fees and expenses then earned, due and payable under the Loan Documents, including the Extension Fee described in Section 2.09(4) (and including, without limitation, the fees and expenses of the Closing Lender Advisors). The Original Maturity Date may be extended to the New Maturity Date, so long in each case subject to satisfaction (or waiver) of the following conditions precedent:
(1) On and as (i) each of the Original Maturity Date, the representations and warranties of the Loan Parties contained in Section 7 and in the other Credit Documents Article III shall be true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such notice and date, as of the commencement date of the relevant Extension Period as if though made on and as of each date (orsuch date, if except to the extent that any such representation and or warranty is expressly stated specifically relates only to an earlier date, in which case it shall have been made as of a specific datetrue and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall have been true and correct in all respects) as of such specific earlier date;
(2) On or prior to the Original Maturity Date, the Borrower shall have paid (or caused to be paid) to the Administrative Agent and Lenders the fees and expenses then earned, due and payable under the Loan Documents, including the Extension Fee described in Section 2.09(4) (iiand including, without limitation, any applicable fees and expenses of the Lender Advisors);
(3) On and as of the Original Maturity Date, no Default or Event of Default shall have occurred and be continuing on continuing; and
(4) the date of Borrower shall have made such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and request to the Administrative Agent in writing of its election not less than five (5) days (or such later date agreed to extend or by the Required Lenders) and not earlier than twenty (20) days, prior to extend the Existing Original Maturity Date with respect Date, by delivering to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent a copy of an election not to extend or fails to timely notify irrevocable extension request signed by the Borrowers and Borrower in the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted form satisfactory to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Term Loan Credit Agreement (Venator Materials PLC)
Extension of Maturity Date. (a) On any anniversary The Borrower may, on no more than two occasions during the term of the Closing Date prior to the Maturity Datethis Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Original Effective Date, so long as request a one-year extension of the Maturity Date then in effect (the “Existing Maturity Date”) to be effective on such anniversary (the “Extension Effective Date”); provided that (i) each of no Default shall have occurred and be continuing on the Extension Effective Date, (ii) the representations and warranties contained set forth in Section 7 and in the other Credit Documents Article III hereof shall be true and correct in all material respects on and as of the date of Extension Effective Date, except where such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower expressly relate to an earlier date, in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and (iii) the Administrative Agent shall have received a certificate, dated the Extension Effective Date and signed by a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then this paragraph (Aa).
(b) the Commitments The effectiveness of any extension of the Lenders other than Terminating Lenders (Maturity Date shall require the “Continuing prior written consent of the Required Lenders”, each a “Continuing Lender”) shall, subject to Lender participating in such extension of the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be and the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateAdministrative Agent. The Administrative Agent shall promptly notify (x) furnish a copy of the Lenders of any Extension of Maturity Date RequestNotice to each Lender, (y) and shall request that each Lender either agree or not agree to such extension no later than 10 days prior to the Lenders and requested Extension Effective Date. Any Lender not responding within the Borrowers of above time period shall be deemed not to have consented to such extension. The decision to agree or withhold agreement to any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) hereunder shall be at the Borrowers and the Lenders sole discretion of each Lender. The Revolving Commitment of any Lender which becomes a Terminating Lender.
(c) In the event that has declined to agree to any requested extension of the Maturity Date (a “Non-Consenting Lender”) shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to terminate on the Existing Maturity Date, require and the principal amount of any Terminating outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender to transfer and assign its interestshereunder, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights due and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender payable on the Existing Maturity Date Date, and such Non-Consenting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to such Terminating facts and circumstances occurring prior to the date it ceased being a party. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, prior to an Extension Effective Date, pursuant to, and in accordance with, Section 2.17(b), to replace a Non-Consenting Lender shall be repaid in full, with accrued interest and all a Lender or other amounts then due and owing thereon, on financial institution that will agree to an extension of the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 1 contract
Samples: Credit Agreement (Hp Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers The Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Maturity Date then in effect (the “Existing Maturity Date”) request a one-year extension of the Closing Existing Maturity Date, so long provided that the Maturity Date may not be extended beyond June 11, 2025. Any such notice shall specify any fees that the Borrower agrees to pay as consideration for such extension. Any extension of an Existing Maturity Date shall become effective hereunder if consented to by the Required Lenders pursuant to paragraph (b) of this Section and if (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Notice or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such LendersDate, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower set forth in or pursuant to the Credit Documents are Article III shall be true and correct in all material respects as if made on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Extension Notice and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Existing Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Biii) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders Administrative Agent shall continue until have received a certificate, dated the Existing Maturity Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (ii) of this sentence.
(b) The effectiveness of any extension of the Maturity Date shall then terminate, and as to require the Terminating prior written consent of the Required Lenders, each Lender participating in such extension of the term “Maturity Date”, as used herein, shall continue to mean Date and the Existing Maturity DateAdministrative Agent. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension furnish a copy of the Existing Maturity Date pursuant Extension Notice to this Section 2.8 each Lender, and shall request that each Lender either agree to such extension or not agree thereto not later than the earlier of (i) 10 days after of receiving such Extension Notice and (zii) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and 20 days prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Lender not responding within the Maturity Date in effect for the Continuing Lenders at the above time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) period shall be deemed not to have consented to such extension. The decision to agree or withhold agreement to any extension of the applicable Extension of Maturity Date Request and, therefore, hereunder shall not be a Terminating at the sole discretion of each Lender.
(d) Revolving Loans or L/C Obligations owing . The Commitment of any Lender that has declined to agree to any Terminating Lender requested extension of the Maturity Date (a “Non-Consenting Lender”) shall terminate on the Existing Maturity Date Date, and the principal amount of any outstanding Loans made by such Lender, together with respect any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Terminating Lender hereunder, shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, payable on the Existing Maturity Date Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.19(b), to replace a Non-Consenting Lender with respect a Lender or other financial institution that will assume the Commitment of such Non-Consenting Lender and agree to such Terminating Lenderan extension of the Maturity Date.
Appears in 1 contract
Extension of Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have occurred without giving effect to such request (such date, the “Extension Effective Date”), Borrowers may on one occasion extend the Stated Maturity Date to a date that is not later than one (1) year after the applicable original Stated Maturity Date, upon:
(a) On any anniversary delivery of a Facility Extension Request to Administrative Agent and the Closing Date Lenders at least thirty (30) days but no more than ninety (90) days, prior to the Stated Maturity Date, the Borrowers may request ;
(b) delivery to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders of an Officer’s Certificate, dated as of the Closing Extension Effective Date, so long as certifying that (i) each of the all representations and warranties contained of Borrowers set forth in Section 7 and in the other Credit Documents this Agreement shall be true and correct in all material respects on and as of the date of on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such notice representations and warranties were made as of the commencement date of the relevant Extension Period as if made on and as of each date (ora specified date, if any in which case such representation and warranty is expressly stated to shall have been made as of a specific date, true and correct as of such specific specified date) and ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing on the Extension Effective Date or after giving effect to any extension of the Stated Maturity Date on such date; and (iii) the calculations attached, then and made in reasonable detail, support the determinations made in clauses (c) through (f), below;
(c) the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall equal or exceed 1.5 to 1.0, as evidenced by an Officer’s Certificate delivered by Borrowers to Administrative Agent and the Lenders with supporting calculations, dated as of the Extension Effective Date;
(d) the Loan to Value Ratio for the Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals prepared no more than one hundred twenty (120) days prior to the proposed Extension Effective Date (and after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%);
(e) (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries shall equal or exceed (y) the sum of (A) the Commitments aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to the extent applicable, the outstanding principal amount of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”Senior Secured Notes) shall, subject to the other provisions that matures within one year of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Effective Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments aggregate amount of preferred, convertible or other securities of FelCor Trust and L/C Commitment share its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Extension Effective Date;
(if applicablef) the Loan Parties shall continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Notes Indentures;
(g) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to one quarter of one percent (0.25%) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Aggregate Commitments as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity applicable Extension Effective Date pursuant (after giving effect to this Section 2.8 and (z) any permanent reduction of the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Aggregate Commitments being made in connection with such extension, there are Terminating Lenders, Extension);
(h) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Borrowers may, at their own expense and in their sole discretion and prior Lenders to the Existing Maturity extent then due as of the applicable Extension Effective Date; and
(i) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “date down” endorsements) and amendment to any Terminating Lender Mortgages of the remaining Collateral Properties to transfer and assign its interestsreflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, rights and obligations under this Credit Agreement including any additional mortgage tax, in accordance with Section 4.5 connection therewith). The Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to an Eligible Assignee that Borrowers. In no event shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; providedoccur later than June 4, however2020. During the extended term of the Loans, all terms and conditions of the Loan Documents (other than the original Stated Maturity Date) shall continue to apply, except that the Borrowers shall have given written notice no further right to extend the Administrative Agent term of the Loans after the Extension. If Borrowers fail to meet the Loan to Value Ratio or the Debt Service Coverage Ratio tests set forth in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights clauses (c) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing above, Borrowers may partially and permanently reduce the Aggregate Commitments pursuant to any Terminating Lender on the Existing Maturity Date Section 2.08(b) to comply with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendertests.
Appears in 1 contract
Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc)
Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing Date prior to the definition of “Maturity Date” (the “Original Maturity Date”), the Borrowers may request to extend the then-applicable Maturity Date to the date one year after the Original Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Extended Maturity Date”); provided that (i) the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.15% of the aggregate amount of the Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii) each the following conditions shall be satisfied:
(a) Each of the representations and warranties contained made by any Loan Party in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date.
(i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (g) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value and Value of Unencumbered Properties shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by the Borrowers as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Responsible Officer to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Kimco Realty Corp)
Extension of Maturity Date. (a) On any At least 30 days but not more than 60 days prior to the first and/or second anniversary of the Closing Date prior to the Maturity Effective Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a Borrower, by written notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date may request an extension of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating in effect at such time by one year from its then scheduled expiration; provided that (x) the representations and warranties no more than two such requests may be made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Effective Date. The Administrative Agent shall promptly notify (x) each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Lenders of any Extension of Maturity Date Request, (y) the Lenders Borrower and the Borrowers Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Existing Maturity Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to such anniversary date of the decision of each Lender regarding the Borrower’s request for an extension of the Maturity Date.
(b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.21, subject to the satisfaction of the conditions set forth in Section 5.02(a) and (b), the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.21, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.21, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.8 and (z) the Borrowers 2.21 and the Lenders Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.21 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender which becomes a Terminating or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date.
(c) In If less than all of the event that Lenders consent to any such request pursuant to subsection (a) of this Section 2.21, the Maturity Date shall have been extended Borrower may arrange for the Continuing one or more Consenting Lenders or other assignees to acquire and assume (and such Non-Consenting Lender hereby agrees to assign in accordance with paragraph 2.8(bthe terms set forth in this clause (c) above and(including the last sentence hereof)), in connection with such extension, there are Terminating Lenders, effective as of the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Extension Date, require any Terminating Lender to transfer Non-Consenting Lender’s Loans and assign other Revolving Credit Exposure and its interests, rights Commitment and other obligations under this Credit Agreement in accordance with Section 4.5 thereafter arising, without recourse to an Eligible Assignee that shall assume or warranty by, or expense to, such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersNon- Consenting Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Commitment of an any such assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such assignee shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or assignee shall have paid to this Section 2.8(csuch Non- Consenting Lender (A) shall be deemed to have consented the aggregate principal amount of, and any interest accrued and unpaid to the applicable Extension effective date of Maturity Date Request andthe assignment on, thereforethe outstanding Loans, shall not be a Terminating Lender.if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(dii) Revolving Loans or L/C Obligations all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to any Terminating such Non-Consenting Lender on hereunder, as of the Existing Maturity Date effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Terminating Lender assignee, the applicable processing and recordation fee required under Section 10.04 for such assignment shall be repaid in fullhave been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, with accrued interest and all other amounts then due and owing thereon2.15, on the Existing Maturity Date with respect to such Terminating Lender.2.16 and
Appears in 1 contract
Samples: Credit Agreement (S&P Global Inc.)
Extension of Maturity Date. (a) On any anniversary After October 17, 2023, the Borrower may, on one occasion during the term of this Agreement, request an extension of the Closing Maturity Date for an additional one-year 756569245 11074672 period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (require any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Declining Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If assign and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign delegate its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally).
1.f Section 2.9(a) is hereby amended to add the following sentence to the end thereof:
(a) Notwithstanding the foregoing or anything in any Loan Document to the contrary, no more than 15 Letters of Credit may be issued and outstanding under this Agreement at any time.
1.g The first two sentences of Schedule 1 are hereby replaced with the following: The Applicable Margin for Term Benchmark Borrowings, ABR Borrowings, Letter of Credit fees and facility fees shall assume such assigned obligations and that shall agree that its Commitment will expire be determined in accordance with the table below based on the Maturity Date in effect for Continuing Lenders; providedSenior Debt Ratings. If the Senior Debt Ratings shall be changed, howeversuch change shall be effective as of the date that is three Business Days after the date on which it is first announced by the applicable Rating Agency, that the Borrowers irrespective of when notice of such change shall have given written notice been furnished by the Borrower to the Administrative Agent in and the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless Agreement or otherwise. Each change in the Borrowers have notified such Lender of their intention to require Applicable Margin shall apply during the assignment thereof at least ten days prior to period commencing on the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result effective date of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to change and ending on the applicable Extension date immediately preceding the effective date of Maturity Date Request and, therefore, shall not be a Terminating Lenderthe next such change.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date 1. h Schedule 2.1 is hereby replaced with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.Schedule 2.1 attached hereto
Appears in 1 contract
Samples: Credit Agreement (Allete Inc)
Extension of Maturity Date. In the event that any portion of this Debenture remains outstanding at the original Maturity Date of this Debenture (afor purposes of this Section 2(f) On any anniversary of the Closing Date prior to the Maturity Dateonly, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Original Maturity Date”); provided that , the Borrowers may Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for a maximum two an additional six (26) month period such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in that the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents Debenture shall be true due and correct in all material respects payable on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orJuly 5, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders2022; provided, however, that immediately after the Borrowers shall have given written notice to expiration of the Administrative Agent in Original Maturity Date, all amounts due and payable on the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date Debenture shall be increased by the Maturity Date in effect for the Continuing Lenders at the time Extension Amount. By way of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interestsexample, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days if immediately prior to the proposed assignment dateOriginal Maturity Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,100,000 (for the avoidance of doubt, if immediately thereafter Company then determined to prepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,430,000). Any Eligible Assignee At least ten (10) Business Days prior to such extension, the Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which becomes period the Holder shall retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Lender as Form 8-K and issue a result press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the expiration of such an assignment made pursuant to the Original Maturity Date, notwithstanding the automatic extension of the Maturity Date, this Section 2.8(c) Debenture shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderin default under Section 8 hereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Convertible Security Agreement (Recruiter.com Group, Inc.)
Extension of Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have occurred without giving effect to such request (such date, the “Extension Effective Date”), Borrowers may on one occasion extend the Stated Maturity Date to a date that is not later than one (1) year after the applicable original Stated Maturity Date, upon:
(a) On any anniversary delivery of a Facility Extension Request to Administrative Agent and the Closing Date Lenders at least thirty (30) days but no more than ninety (90) days, prior to the Stated Maturity Date, the Borrowers may request ;
(b) delivery to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders of an Officer's Certificate, dated as of the Closing Extension Effective Date, so long as certifying that (i) each of the all representations and warranties contained of Borrowers set forth in Section 7 and in the other Credit Documents this Agreement shall be true and correct in all material respects on and as of the date of on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such notice representations and warranties were made as of the commencement date of the relevant Extension Period as if made on and as of each date (ora specified date, if any in which case such representation and warranty is expressly stated to shall have been made as of a specific date, true and correct as of such specific specified date) and ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing on the Extension Effective Date or after giving effect to any extension of the Stated Maturity Date on such date; and (iii) the calculations attached, then and made in reasonable detail, support the determinations made in clauses (c) through (f), below;
(c) the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall equal or exceed 1.5 to 1.0, as evidenced by an Officer's Certificate delivered by Borrowers to Administrative Agent and the Lenders with supporting calculations, dated as of the Extension Effective Date;
(d) the Loan to Value Ratio for the Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals prepared no more than one hundred twenty (120) days prior to the proposed Extension Effective Date (and after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%);
(e) (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries shall equal or exceed (y) the sum of (A) the Commitments aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to the extent applicable, the outstanding principal amount of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”Senior Secured Notes) shall, subject to the other provisions that matures within one year of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Effective Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments aggregate amount of preferred, convertible or other securities of FelCor Trust and L/C Commitment share its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Extension Effective Date;
(if applicablef) the Loan Parties shall continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture 2012;
(g) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to three-tenths of one percent (0.30%) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Aggregate Commitments as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity applicable Extension Effective Date pursuant (after giving effect to this Section 2.8 and (z) any permanent reduction of the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Aggregate Commitments being made in connection with such extension, there are Terminating Lenders, Extension);
(h) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Borrowers may, at their own expense and in their sole discretion and prior Lenders to the Existing Maturity extent then due as of the applicable Extension Effective Date; and
(i) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements) and amendment to any Terminating Lender Mortgages of the remaining Collateral Properties to transfer and assign its interestsreflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, rights and obligations under this Credit Agreement including any additional mortgage tax, in accordance with Section 4.5 connection therewith). The Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to an Eligible Assignee that Borrowers. In no event shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; providedoccur later than June 18, however2017. During the extended term of the Loans, all terms and conditions of the Loan Documents (other than the original Stated Maturity Date) shall continue to apply, except that the Borrowers shall have given written notice no further right to extend the Administrative Agent in term of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Loans after the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderExtension.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior The Company may by written notice (an "Extension Notice") delivered to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the U.S. Administrative Agent not less than 30 60 days and not more than 90 days prior to any an anniversary of the Closing DateEffective Date request an extension of the Maturity Date to a date no later than 12 months after the Existing Maturity Date (as defined below) as specified in such Extension Notice (an "Extension"), so long as provided that (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Notice or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower set forth in or pursuant to the Credit Documents are Article III shall be true and correct in all material respects as if made on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Extension Notice and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Existing Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Biii) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders U.S. Administrative Agent shall continue until have received a certificate, dated the Existing Maturity Date and signed by the Chief Executive Officer, President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in clauses (i) and (ii) of this paragraph (a).
(b) The effectiveness of any Extension shall then terminaterequire the prior written consent of the Required Lenders, each Lender participating in such Extension and each Agent. The U.S. Administrative Agent shall promptly furnish a copy of the Extension Notice to each Lender, and as shall request that each Lender either agree to such extension or not agree thereto within 30 days of delivery to such Lender of the Terminating Lenders, Extension Notice. The decision to agree or withhold agreement to any Extension hereunder shall be at the term “sole discretion of each Lender. The Commitment of any Lender that has declined to agree to any requested Extension (a "Non-Consenting Lender") shall terminate on the Maturity Date in effect prior to giving effect to any such Extension (the "Existing Maturity Date”"), as used hereinand the principal amount of any outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall continue to mean be due and payable on the Existing Maturity Date and such Lender shall be released from its participation in such Letter of Credit effective on the Existing Maturity Date. The Administrative Agent shall promptly notify Notwithstanding the foregoing provisions of this paragraph, (xi) the Lenders of any Company shall have the right, pursuant to Section 2.19(b), to replace a Non-Consenting Lender with a Lender or other financial institution that will agree to an Extension of Maturity Date Request, and (yii) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date Company shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and any time prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign withdraw its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to request for an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on extension of the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given by written notice to the U.S. Administrative Agent Agent, in which case the case Commitments of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be all the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender will terminate on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderDate.
Appears in 1 contract
Samples: Credit Agreement (Sysco Corp)
Extension of Maturity Date. (a) On any anniversary The Borrower may, not more than two times for each such Class, request that the Administrative Agent and the applicable Lenders extend the current Maturity Date of the Closing Date prior to the Maturity DateTranche 1 Term Loans, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsTranche 2 Term Loans, and/or Tranche 3 Term Loans, as applicable, by 12 months per each request. The Borrowers Borrower may make exercise such request in a notice given as herein provided right only by executing and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivering to the Administrative Agent not less than at least 30 days and but not more than 90 120 days prior to any anniversary the current Maturity Date of such Class, a written request for such extension (a “Maturity Extension Request”). The Administrative Agent shall notify the Lenders of the Closing Dateapplicable Class if it receives a Maturity Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, so long as the Maturity Date of such Class shall be extended for 12 months effective upon receipt by the Administrative Agent of a Maturity Extension Request and payment of the fee referred to in the following clause (iy): (x) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) no Default or Event of Default by each the Borrower has occurred and is continuing, then (Ashall have paid the Fees payable under Section 3.5.(e) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject with respect to the other provisions of this Credit Agreement, be extended applicable Class. At any time prior to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders effectiveness of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lenderimmediately preceding clauses (x)(A) and (x)(B). Any such Eligible Assignee’s initial The Maturity Date shall of the Tranche 1 Term Loans, Tranche 2 Term Loans, and/or Tranche 3 Term Loans, as applicable, may be the Maturity Date in effect extended only two times for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement each Class pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderSection.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. The Borrower shall have the right, which may be exercised one (a1) On any anniversary of time, to extend the Closing Maturity Date by one twelve-month period (the “Extension Period”). The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least sixty (60) days but not more than two hundred (200) days prior to the initial Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension PeriodRequest”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Maturity Date shall be extended for one twelve-month period effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (iv) (which fee shall be due and payable on or before the initial Maturity Date then being extended and as a condition to such extension): (i) immediately prior to the date that is one year after of such extension on the Existing initial Maturity Date and immediately after giving effect thereto, (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two x) no Default or Event of Default shall exist, and (2y) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of the date of such extension with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orearlier date), if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from unless otherwise agreed by the Administrative Agent, notify the Borrowers and the Administrative Agent shall have received, at least thirty (30) days prior to the initial Maturity Date (or such shorter period as agreed to in writing of its election by the Administrative Agent), an updated Appraisal for any Borrowing Base Property for which the Appraisal previously delivered to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent is dated more than twelve (12) months prior to the date of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend Extension Request, (iii) the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders Borrower shall have agreed delivered, a pro forma Compliance Certificate evidencing compliance with the covenants set forth in writing during Sections 10.1 (including Section 10.1(1)(b)) through 10.4, including that the 30 day period referred Fixed Charge Coverage Ratio as of the most recently ended fiscal quarter (calculated on a pro forma basis to in Section 2.8(ainclude (x) to extend the Existing Maturity Date any Indebtedness incurred after such fiscal quarter-end and (iiy) the Borrowers shall have submitted Consolidated EBITDA for Real Estate Assets acquired after such fiscal quarter end, in each case in a manner satisfactory to the Administrative Agent) was at least equal to 1.15 to 1.00), on and (iv) the commencement Borrower shall have paid the Fees payable under Section 3.6(c). On the date of the relevant Extension Period, a certificate delivery of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations Request and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and immediately prior to the Existing Maturity Dateeffectiveness of the extension, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that the Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(x) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(y).
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (HC Government Realty Trust, Inc.)
Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Restatement Date prior from and after the second anniversary of the Restatement Date (each such anniversary, “Current Anniversary Date”) to the Maturity DateAdministrative Agent (which shall notify each Lender of receipt of such request), the Borrowers may request propose to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of Not earlier than 45 days prior to, nor later than 30 days prior to, the Closing Date prior to the then Maturity Date, the Borrowers Borrower may request by Requisite Notice (as defined below) made to extend the thenAgent (which shall promptly notify the Lenders) a 364-applicable Maturity Date (day extension of the “Existing Maturity Date”. Such request shall include a certificate signed by a Responsible Officer (as defined below) for an additional one-year period (an “Extension Period”) to the date stating that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be Article VI are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) certificate and (ii) no Default or Event of Default shall have has occurred and be continuing on is continuing. Each Lender shall notify the Agent by Requisite Notice by the date of such notice specified by the Agent (which date shall be a Business Day and as of the commencement date of the relevant Extension Period. Each Lendershall not be less than 15 Business Days prior to, acting in its sole discretion, shall, not later nor more than a date 30 days after its receipt of any prior to, the then Maturity Date) that either (A) such notice from Lender declines to consent to extending the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect or (B) such Lender consents to its Commitmentextending the Maturity Date. Any Lender which shall not timely notify responding within the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date above time period shall be deemed not to have elected consented to extend extending the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies Date. The Agent shall, after receiving the Borrowers notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Administrative Agent Lenders of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionresults thereof.
(b) If and only if any Lender declines, or is deemed to have declined, to consent to such request for extension (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date CertificateDeclining Lender”), stating provided that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing at such time, then the Borrower may elect to either (Ai) request the Commitments of non-Declining Lenders to extend the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if or (ii) at its own expense (such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as expense to include any transfer fee payable to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (xunder Section 11.3(b) the Lenders of and any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date expense pursuant to this Section 2.8 and (z4.3) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their its sole discretion and prior to the Existing Maturity Datediscretion, require any Terminating such Declining Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in whole (but not in part) without recourse (in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice subject to the Administrative Agent in the case terms and conditions of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part Section 11.3(b)) all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee, which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (B) the assigning Declining Lender shall have received in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Advances hereunder held by such assigning Declining Lender and all other amounts owed to such assigning Declining Lender hereunder, including amounts owed pursuant to this Section 2.8(cSections 4.1 through 4.4.
(c) unless If there are one or more Declining Lenders and the Borrowers Borrower elects to have notified the non-Declining Lenders extend the Maturity Date or (ii) there are any removals or replacements of Lenders pursuant to the prior subsection, and after giving effect to such Lender removals or replacements of their intention Lenders, all of the Lenders have consented to require extending the assignment thereof at least ten Maturity Date; then the Maturity Date shall be extended (solely with respect to the non-Declining Lenders) to the date that is 364 days after the then Maturity Date, effective as of the date to be determined by the Agent and the Borrower (the “Maturity Extension Decision Date”), and the Agent shall promptly notify the Lenders thereof. On or prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Extension Decision Date, the Borrower shall be deemed to have consented deliver to the applicable Agent, in form and substance satisfactory to the Agent and the Lenders (1) the corporate resolution of the Borrower authorizing such extension, certified as in effect as of the Maturity Extension Decision Date and the related incumbency certificate of Maturity Date Request andthe Borrower, thereforeand (2) new or amended promissory notes, if requested by any new or affected Lender, evidencing such new or revised Commitment. The Agent shall not distribute an amended Schedule 1.1. to Credit Agreement (which shall thereafter be a Terminating incorporated into this Agreement), to reflect any changes in Lenders, the Commitment and each Lender’s pro rata share thereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.For purposes of this Section:
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary If no Event of Default has occurred and is then continuing, the Closing Date Company may, by irrevocable written notice to Agent with a copy to each Lender prior to April 1, but not before March 1, of each fiscal year beginning in 2007, request that the Maturity Date, the Borrowers may request to Lenders extend the then-then applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the a date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend later than the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Periodeffect. Each Lender, acting in its sole discretion, Lender shall, not later than a date April 30 days after its receipt of any such fiscal year, give written notice from to the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not stating whether such Lender is willing to extend the Existing Maturity Date with respect to its Commitmentas requested. Any Lender which shall not timely notify If the Borrowers and Agent has received the Administrative Agent written approvals of its election to extend such request from the Existing Required Lenders, then, effective upon the date of the Agent's receipt of all such written approvals from the Required Lenders, the Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of so extended for an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) additional one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lendersyear period, the term “"Maturity Date”, as used herein, " shall continue to mean such extended date and the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers Company and the Lenders that such extension has occurred, provided, if less than all of the Lenders have approved the extension, (i) the Total Commitment shall be reduced by the amount of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating non-consenting Lenders, and the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require Commitments of any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date non-consenting Lenders shall be terminated (ii) any Obligations outstanding above the Maturity Date in effect for amount of the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender reduced Total Commitment shall be repaid in fullas a condition to such extension following such reduction, together with accrued interest and all other amounts then due owing any non-consenting Lender pursuant to any Loan Document and owing thereon, on (iii) the Existing Maturity Date with respect revised Revolving Credit Loan Commitment shall not exceed twenty percent (20%) of the revised Total Commitment as a condition to such Terminating Lenderextension.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Extension of Maturity Date. (a) On any Subject to the requirements of Section 2.20(d) (including, without limitation, the requirement that Lenders having more than 66 2/3% of the Commitments shall consent), at least 30 days but not more than 45 days prior to each of (x) the first anniversary of the Closing Effective Date prior to and (y) the Maturity Date, second anniversary of the Borrowers may request to extend the then-applicable Maturity Effective Date (the “Existing Maturity Date”) for an additional one-year period (each such anniversary, an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that , the Borrowers Borrower, by written notice to the Paying Agent, may extend request an extension of the Maturity Date for a maximum two (2) in effect at such Extension Periodstime by one year from its then scheduled date. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Paying Agent shall promptly notify each Lender of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation request, and warranty is expressly stated to have been made as of a specific dateeach Lender shall in turn, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 20 days after its receipt of any such notice from prior to the Administrative Agentrelevant Extension Date, notify the Borrowers Borrower and the Administrative Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Paying Agent and the Borrower in writing of its election consent to extend or not to extend any such request for extension of the Existing Maturity Date at least 20 days prior to the relevant Extension Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to its Commitmentsuch request. Any Lender which The Paying Agent shall not timely notify the Borrowers and Borrower promptly of the Administrative Agent decision of its election to extend the Existing Lenders regarding any such request for an extension of the Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionDate.
(b) If and only if (i) one or more all the Lenders shall have agreed consent in writing during to any request for an extension of the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) in accordance with Section 2.20(a), the Borrowers shall have submitted to the Administrative AgentMaturity Date in effect at such time shall, on the commencement date effective as of the relevant Extension PeriodDate, a certificate of be extended for one year; provided that on each Extension Date, the Borrowers, substantially applicable conditions set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to Article IV shall have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments satisfied. If fewer than all of the Lenders other than Terminating Lenders (consent in writing to any such request in accordance with Section 2.20(a), the “Continuing Lenders”, each a “Continuing Lender”) Maturity Date in effect at such time shall, subject to Section 2.20(d) (including, without limitation, the other provisions requirement that Lenders having more than 66 2/3% of this Credit Agreementthe Commitments shall have consented) and effective as at the applicable Extension Date, be extended only as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the Requested extent that the Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and is not extended as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date Lender pursuant to this Section 2.8 and (z) the Borrowers 2.20 and the Lenders Commitment of such Lender is not assumed in accordance with Section 2.20(c) on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall, unless such Non-Consenting Lender shall otherwise subsequently agree to extend its Commitment to such Extension Date, automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender which becomes a Terminating or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15 and 9.03(a), and its obligations under Section 9.03(b), shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date.
(c) In If fewer than all of the event that Lenders consent to any request for an extension of the Maturity Date pursuant to Section 2.20(a), the Paying Agent shall have been extended for promptly notify the Continuing Lenders in accordance with paragraph 2.8(b) above andConsenting Lenders, and each Consenting Lender may, in connection with such extensionits sole discretion, there are Terminating Lenders, give written notice to the Borrowers may, at their own expense and in their sole discretion and Paying Agent not later than 10 days prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect at such time of the amount of the Non-Consenting Lenders’ Commitments that it is willing to assume. If one or more Consenting Lenders notify the Paying Agent that they are willing to assume one or more Commitments in an aggregate amount that exceeds the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among such Consenting Lenders in such amounts as are agreed between the Borrower and the Paying Agent (but not in excess of the amount any Consenting Lender is willing to assume). If after giving effect to the assignments of Commitments described above, there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for Continuing one or more Consenting Lenders or other Eligible Assignees that agree to an extension of the Maturity Date (each such Consenting Lender pursuant to the immediately preceding sentence or this sentence and each such Eligible Assignee, an “Assuming Lender”) to assume, effective as of the Extension Date, any remaining Non-Consenting Lenders’ Commitments and all of the obligations of such Non-Consenting Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to, such Non-Consenting Lenders; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Commitment of an assignee that is not a Lender. Any any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Assuming Lender as a result of such an assignment made pursuant to substitution shall in no event be less than $10,000,000 (or such lesser amount as the Borrower and the Paying Agent shall agree). The assumptions provided for in this Section 2.8(c2.20(c) shall be deemed to have consented subject to the conditions that:
(i) the Assuming Lenders shall have paid (or, in the case of any interest or fees, if it has been so agreed, the Borrower shall have paid) to the Non-Consenting Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to the relevant Extension Date on, the outstanding Loans and LC Disbursements (or participations therein), if any, of the Non-Consenting Lenders under the respective portions of their Commitments being assumed;
(ii) all additional costs, reimbursements, expense reimbursements and indemnities payable to the Non-Consenting Lenders in respect of such portions of their Commitments shall have been paid by the Borrower; and
(iii) with respect to any such Assuming Lender, the applicable Extension of Maturity Date Request andprocessing and recordation fee required under Section 9.04(b) for such assignment shall have been paid by the Assuming Lender (or, thereforeif it has been so agreed, by the Borrower); provided further that a Non-Consenting Lender’s rights under Sections 2.14, 2.15 and 9.03(a), and its obligations under Section 9.03(b), shall survive any such assumption as to matters occurring prior to the date of substitution. On or prior to any Extension Date, (A) each Assuming Lender that is an Eligible Assignee but not a Consenting Lender shall have delivered to the Borrower and the Paying Agent an assumption agreement in substantially the form of Exhibit E (each an “Assumption Agreement”) and (B) any Consenting Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment. Upon the payment or prepayment of all amounts referred to above, the Assuming Lenders, as of the Extension Date, will be a Terminating Lendersubstituted for the Non-Consenting Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Consenting Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.
(d) Revolving Loans or L/C Obligations owing If the Lenders (including Eligible Assignees who are Assuming Lenders) having more than 66 2/3% of the Commitments (after giving effect to any Terminating Lender assumptions pursuant to Section 2.20(c)) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) on or prior to an Extension Date, the Existing Paying Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Section 4.02, the Maturity Date then in effect shall be extended for the additional one year period as described in Section 2.20(a), and all references in this Agreement to the “Maturity Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Terminating Lender shall be repaid in fullExtension Date, with accrued interest and all other amounts then due and owing thereon, on refer to the Existing Maturity Date as so extended. Promptly following each Extension Date, the Paying Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to such Terminating each Assuming Lender.
Appears in 1 contract
Samples: Five Year Credit Agreement (Genworth Financial Inc)
Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to February 13, 2024 (the “Anniversary Date”) and each anniversary of the Closing Anniversary Date thereafter (each such anniversary, a “Current Anniversary Date”; and each such period prior to the Maturity Anniversary Date or a Current Anniversary Date, an “Election Period”) provide to the Borrowers may Administrative Agent a request (which shall notify each Lender of receipt of such request), to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to measured from the date that is one year after the Existing Maturity Date (the “Requested then-current Maturity Date”); provided provided, that for the Borrowers may avoidance of doubt, the Borrower shall have the option to propose to extend the Maturity Date for a maximum two in any Election Period regardless of whether or not the Borrower opted to propose an extension in any prior Election Period. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Lenders having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not more than 120 days and not less than 60 days prior to August 29, 2002 (the Maturity "Extension Date"), the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided in writing that the Borrowers may Lenders extend the Maturity Date for a maximum two an additional one year period (2) such the "Extension PeriodsPeriod"). The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to shall be extended for an additional one year period if, on the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Extension Date, so long as the following conditions are satisfied:
(i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iia) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.then exists;
(b) If payment by the Borrower to each Lender of an extension fee in an amount equal to 0.25% of such Lender's outstanding Revolving Loans on the Extension Date;
(c) the Guarantor shall have a Senior Debt Rating of no less than A- from S&P and only if A3 from Moodx'x;
(d) certificates of occupancy with respect to the Project (in form and substance reasonably satisfactory to the Project Administrative Agent) shall have been issued by the appropriate Governmental Authority;
(e) the Guarantor shall not be in default under any agreement governing Indebtedness of the Guarantor for borrowed money;
(i) one or more Lenders the Nordstrom Lease Agreement shall have agreed be in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date full force and effect and (ii) the Borrowers Administrative Agent shall have submitted to received from the Administrative AgentGuarantor an estoppel certificate, on the commencement date of the relevant Extension Period, in a certificate of the Borrowers, substantially in the form of attached hereto as Exhibit 2.8(b) 2.2;
(the “Extension of Maturity Date Certificate”), stating that (xg) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and Debt Service Coverage Ratio, as of the date thereof (orcalendar month most recently ended, if any for the twelve month period ending on such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and shall be greater than or equal to 1.25 to 1.0;
(y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Ah) the Commitments of Administrative Agent and the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Project Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension have received an appraisal of the Existing Maturity Date pursuant to this Section 2.8 Project prepared by a qualified appraiser designated by and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice satisfactory to the Administrative Agent and the Project Administrative Agent and otherwise satisfactory in form and substance to the Administrative Agent and the Project Administrative Agent, demonstrating an LTV Ratio less than or equal to 0.75 to 1.0;
(i) the construction of the Project has been substantially completed in accordance with the Plans and Specifications and a certificate (in form and substance satisfactory to the Project Administrative Agent) as to such completion shall have been issued by the project architect;
(j) the Administrative Agent and the Project Administrative Agent shall have received an updated title report for the Project containing no exceptions not approved by the Administrative Agent and the Project Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent and the Project Administrative Agent; and
(k) the Administrative Agent and the Project Administrative Agent shall have received an as-built survey of the Project, certified to the Administrative Agent by an independent professional licensed land surveyor showing all improvements in place on the Land and otherwise in form and substance satisfactory to the Administrative Agent and the Project Administrative Agent, together with any endorsements to the Title Policy reasonably requested by the Administrative Agent or the Project Administrative Agent to address changes in the case state of an assignee that is not a Lender. Any title disclosed in such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderas-built survey.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Credit Agreement (Nordstrom Inc)
Extension of Maturity Date. The Maturity Date of this Note -------------------------- may be extended by Maker for two (a2) On any anniversary periods of one (1) year each (an "Extension Period") upon the written request of Maker given not less than sixty (60) days nor more than one hundred twenty (120) days prior to the then-effective Maturity Date to be extended, each such extension being subject to satisfaction of the Closing Date following:
(1) Payment at the commencement of each applicable Extension Period by Maker of an extension fee equal to One Quarter of One percent (0.25%) of the principal amount of this Note;
(2) Payment prior to the first day of each applicable Extension Period by Maker of any tax, together with penalties and interest thereon (if any) due to either the City of Alexandria or the Commonwealth of Virginia in connection with the Loan or any extension thereof;
(3) The delivery by Maker to Payee of an extension agreement and such other documentation as Payee may reasonably require in connection therewith, all of which shall be in form and substance acceptable to Payee (including a modification of this Note to provide that the maximum amount of interest payable from the date of such modification shall not exceed the Initials:________ maximum amount payable under law in effect during the applicable Extension Period);
(4) At the time of such notice and on the first day of the applicable Extension Period, there shall exist no uncured Event of Default under any of the Loan Documents ( as defined in the Deed of Trust);
(5) Maker shall, if requested by Xxxxx, deliver to Payee an opinion of counsel in form and substance acceptable to Payee, stating that, inter alia, the Loan Documents create valid and binding obligations of Maker and are enforceable in accordance with their terms, subject to customary qualifications;
(6) Maker shall deliver to Payee an endorsement to or reissuance of the existing title insurance policy held by Payee in connection with the Loan, revising the effective date of the policy to the first day of the applicable Extension Period and stating that the coverage afforded thereby, or the agreements thereunder, shall not be adversely affected because of such extension;
(7) An Appraisal having an effective date not earlier than sixty (60) days and delivered not later than thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided indicating that the Borrowers may extend the Maturity Date Loan to Value Test is satisfied;
(8) The delivery by Maker to Payee of all financial information reasonably requested by Xxxxx, as provided for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(aDeed of Trust;
(9) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing DateMaker shall pay, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in at its sole discretioncost and expense, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made reasonable costs incurred by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Payee in connection with such extension, there are Terminating Lendersincluding appraisal fees, the Borrowers mayinspection fees, at their own expense survey and survey recertification fees, reasonable legal fees, and fees for environmental studies and reports and such other professional services which Payee in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders good faith determines at the time such extension is requested are necessary to satisfy any Legal Requirement (as defined in the Deed of such assignment. The Borrowers Trust) and to protect the value of the Trust Property and Improvements; the payment by Maker of these costs and expenses shall not be permitted credited, in any way or to require a Lender to assign any part extent, against any portion of its interests, rights and obligations under the outstanding balance of this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request Note; and, therefore, shall not be a Terminating Lender.
(d10) Revolving Loans or L/C Obligations owing to any Terminating Lender on Payee is satisfied that the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderExtension Test has been met.
Appears in 1 contract
Samples: Promissory Note (Saul Centers Inc)
Extension of Maturity Date. Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Effective Date (the “Existing Maturity Current Anniversary Date”) to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Maturity Date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Bank), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify Borrower in writing of the Banks’ decisions. No Maturity Date of any Bank shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents 5 are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as and that no state of such specific date) and (y) no facts constituting a Default or an Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to . Any Bank which does not give such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Bank does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Bank”), and the Maturity Date Request andhas been extended for the other Bank(s) (the “Extending Banks”), thereforeBorrower may, prior to the end of the Current Anniversary Date, replace such Declining Bank with one or more third party financial institutions acceptable to the Administrative Agent or increase the Commitment of an Extending Bank, in an amount equal to the amount of the Commitments of the Declining Banks, provided that, as provided in Section 2.13, the Extending Banks shall not have the right to increase their Commitments ratably up to the amount of the Declining Banks’ Commitments before Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Banks.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Avery Dennison Corporation)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity DateBorrower may, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a by written notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent (a "REQUEST FOR EXTENSION") given not less than 30 days and not 45 nor more than 90 60 days prior to any anniversary each Anniversary Date, advise the Lenders that it requests an extension of the Closing Datethen effective Termination Date (the "EXISTING TERMINATION DATE") by one year, so long as effective on the relevant Anniversary Date (the "RELEVANT ANNIVERSARY DATE"). The Administrative Agent will promptly, and in any event within five Business Days of the receipt of such Request for Extension, notify the Lenders of the contents of each such Request for Extension.
(b) Each Request for Extension shall (i) each of be irrevocable and (ii) constitute a representation by Borrower that (A) neither any Default nor any Potential Default has occurred and is continuing and (B) the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and Article 8 are correct in all material respects on and as of the date of such notice and Relevant Anniversary Date, as of the commencement date of the relevant Extension Period as if though made on and as of each such date (or, if unless any such representation and warranty is expressly stated relates to have been made as of a specific an earlier date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.
(b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended a Request for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have Extension is given written notice to the Administrative Agent as provided in Section 2.5(a) and the Administrative Agent notifies a Lender of the contents thereof, such Lender shall on or before the 30th day next preceding the then Relevant Anniversary Date advise the Administrative Agent in writing whether or not such Lender consents to the extension requested thereby. Each Lender shall have the right to consent to or reject such extension request in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part exercise of its interestssole discretion. If any Lender fails so to advise the Administrative Agent, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have not consented to such extension. If all Lenders consent, the applicable Extension of Maturity then effective Termination Date Request and, therefore, shall not be a Terminating Lenderextended by one year from the then effective Termination Date.
(d) Revolving Loans If (i) any Lender notifies the Administrative Agent that it will not consent to a Request for Extension, or L/C Obligations owing (ii) all of the Lenders have not in writing expressly consented to any Terminating a Request for Extension within the time period set forth in Section 2.5(c), then Borrower may, at its option, replace each Lender on which has not agreed to the Existing Maturity Date Request for Extension (a "NONEXTENDING LENDER") with respect one or more existing Lenders and/or another bank or financial institution approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed) (a "REPLACEMENT LENDER") by giving (not less than 10 days prior to the Relevant Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Each Nonextending Lender shall promptly assign all of its interests hereunder to such Terminating Replacement Lender shall be repaid and/or existing Lenders in full, accordance with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderSection 14.
Appears in 1 contract
Samples: Revolving Credit Agreement (Northern Border Partners Lp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have has occurred and is continuing, the Company may, by written notice to Agent (with sufficient copies for each Lender) (which notice shall be continuing on irrevocable and which shall not be deemed effective unless actually received by Agent) prior to November 1, but not before October 1, of each fiscal year, request that the Lenders extend the then applicable Maturity Date to a date of that is one year later than the Maturity Date, then in effect (each such notice and as of the commencement date of the relevant Extension Periodrequest, a "Request"). Each Lender, acting in its sole discretion, Lender shall, not later than a date 30 days after its receipt November 30th of any such fiscal year, give written notice from to the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not stating whether such Lender is willing to extend the Existing Maturity Date with respect to its Commitmentas requested. Any Lender which shall not timely notify If Agent has received the Borrowers and aforesaid written approvals of such Request from each of the Administrative Agent Lenders, then, effective upon the date of its election to extend Agent's receipt of all such written approvals from the Existing Lenders, as aforesaid, the Maturity Date shall be deemed not to have elected to extend so extended for an additional one year period, the Existing term Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers shall mean such extended date and the Administrative Agent of an election not to extend or fails to timely shall promptly notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Company that such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionhas occurred.
(b) If and only if (i) one or more Lenders shall have agreed in writing during any Lender gives the 30 day period referred to in Section 2.8(a) Agent written notice that it is unwilling to extend the Existing Maturity Date and as requested or (ii) the Borrowers shall have submitted any Lender fails to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant provide written approval to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as Agent of such specific date) and a Request on or before November 30 of such fiscal year, then, (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (xw) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.
(c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented declined to extend the Maturity Date, (x) the then-current Maturity Date shall remain in effect (with no further right on the part of the Company to request extensions thereof under this Section 2.9), and (y) the Floor Plan Loan Commitments and the Acquisition Loan Commitments of each of the Lenders shall terminate on the Maturity Date then in effect, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the applicable Extension of Maturity Date Request andthen in effect, therefore, and Agent shall not be a Terminating Lenderpromptly notify Company thereof.
(d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 30 days prior to the Maturity DateDate then in effect, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on continuing, the Borrower may request an extension of the Maturity Date then in effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, within 30 days of the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agentrequest, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected to extend the Existing date which is within 30 days of the date of such request. If the Supermajority Lenders shall approve in writing the extension of the Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension.
(b) If and only if Extension Request; provided that (i) each extension pursuant to this Section 2.25 shall be for a maximum of one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date year and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as extension within 30 days of such specific date) and request (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If the Supermajority Lenders shall not a Business Dayapprove in writing the extension of the Maturity Date requested in an Extension Request, then such Requested the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.25 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender.
(b) Loans (including any principal, interest, fees and other amounts due hereunder) owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date.
(c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Loans of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign Objecting Lenders, together with accrued interest thereon, any part of its interests, rights and obligations under this Credit Agreement amounts payable pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and 9.5, any accrued and unpaid Facility Fee, and any accrued and unpaid Utilization Fee or other amounts payable to require the assignment thereof at least ten days prior it hereunder and/or, upon giving not less than three Business Days' notice to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Objecting Lenders and the Administrative Agent, to cancel in whole or in part the Commitments of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders.
(d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit H by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided that the Facility Fees, the Utilization Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.
Appears in 1 contract
Samples: Credit Agreement (Cendant Corp)
Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained such Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing such Maturity Date with respect to its Commitment (any Lender who timely notifies then in effect. If the Borrowers and Supermajority Lenders shall approve in writing the Administrative Agent extension of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Maturity Date requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension.
(b) If and only if Extension Request; provided that (i) one or more Lenders each extension pursuant to this Section 2.24 shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date be for a maximum of 364 days and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of such extension not less than 30 days and not more than 60 days prior to such Maturity Date Certificate”), stating that then in effect (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If not a Business Dayless than 30 days and not more than 60 days prior to such Maturity Date then in effect, then such Requested the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.24 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender.
(b) Loans (including any principal, interest, fees and other amounts due hereunder) owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date.
(c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Loans of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign Objecting Lenders, together with accrued interest thereon, any part of its interests, rights and obligations under this Credit Agreement amounts payable pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and 9.5 and any accrued and unpaid Facility Fee or other amounts payable to require the assignment thereof at least ten days prior it hereunder and/or, upon giving not less than three Business Days' notice to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Objecting Lenders and the Administrative Agent, to cancel in whole or in part the Commitments of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders.
(d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit H by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided that the Facility Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Agreement (Cendant Corp)
