Extension of Maturity Date. The Borrowers shall have an option to extend the Maturity Date then in effect for one (1) additional term, not longer than ninety (90) days, subject to satisfaction of the following conditions precedent: (i) each of the extending Lenders and the Administrative Agent consent to the extension in their sole discretion; (ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1; (iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9; (iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and (v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender).
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement, Senior Secured Super Priority Debtor in Possession Credit Agreement (Aralez Pharmaceuticals Inc.)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the maturity of this Agreement to June 27, 2015 (the “Extended Maturity Date then in effect for one Date”) subject to the satisfaction of the following conditions:
(1a) additional term, not longer the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date;
(c) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the Initial Maturity Date, the Borrower shall pay to the Stated Maturity Date Administrative Agent, for the pro rata benefit of the Lenders (based on their share of the Facility Amount outstanding on the Extension Effective Date), an extension fee equal to twenty-five hundredths of one percent (0.25%) of the then in effect outstanding Facility Amount; and
(which e) Administrative Agent shall have received satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantors. If the above conditions are satisfied, the extension of the maturity of this Agreement shall be promptly forwarded by effective upon the date that the extension fee is paid to the Administrative Agent pursuant to each Lenderclause (d) above (the “Extension Effective Date”).
Appears in 2 contracts
Samples: Credit Agreement (Cole Credit Property Trust III, Inc.), Credit Agreement (Cole Credit Property Trust III, Inc.)
Extension of Maturity Date. The Borrowers OP Borrower shall have an the right to exercise one option to extend the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Date”), for one (1) an additional termterm of twelve months, not longer than ninety (90) days, subject to satisfaction provided that each of the following conditions precedentprecedent are met:
(ia) each of the extending Lenders and OP Borrower delivers to the Administrative Agent consent (which shall promptly notify the Lenders) a request for such extension (an “Extension Request”) not earlier than 90 days and not later than 60 days prior to the extension in their sole discretionExtension Effective Date;
(iib) at the time that the OP Borrower delivers the Extension Request to the Administrative Agent and as of the Extension Effective Date, no Default has occurred and is continuing;
(c) on the Extension Effective Date, the Borrowers pay to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, an extension fee (the “Extension Fee”) in an amount equal to 0.25% times the Aggregate Commitment outstanding as of the date of the Extension Request;
(d) the Borrowers deliver to the Administrative Agent a certificate of the Borrowers, dated as of the Extension Effective Date (in sufficient copies for each Lender), signed by a Responsible Officer of each Borrower, certifying that, before and after giving effect to such extension, (i) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 4.22.14, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;
6.01, and (iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivii) no Default exists. This Section shall supersede any provisions in Section 2.13 or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date 10.01 to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender)contrary.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Borrower shall have two (2) separate options (each an option “Extension Option”) to extend the Loans for a period of six (6) months each from the Maturity Date then in effect for one hereunder (1) additional termthe “Existing Maturity Date”), not longer than ninety (90) dayseach such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions precedentconditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Existing Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Existing Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, (i) each of confirming that the extending Lenders entity documents for the Borrower and the Guarantor Subsidiaries previously delivered to Administrative Agent consent are still in full force and effect, without modification, except to the extension in their sole discretion;
extent such modifications are (A) permitted under the terms of this Agreement, (B) modifications of a ministerial nature, or (C) otherwise approved by the Required Lenders, and (ii) as in the case of the Extension Effective DateBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Existing Maturity Date (as then in effect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.22.14, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;6.01, and (B) no Default or Event of Default exists.
(iiid) the Borrowers Borrower shall have paid the Extension Fee pay to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.0625% of the sum of the Aggregate Commitments (taking into account any permanent reductions of the Aggregate Commitments pursuant to Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days 2.06 prior to the Stated effectiveness of the extension) (the “Extension Fee”) in consideration for their Commitments until the applicable extended Maturity Date, which Extension Fee shall be due with respect to each Extension Option and payable not later than the Existing Maturity Date (as then in effect effect). As of the date of the Borrower’s delivery of written notice electing to exercise each Extension Option, the applicable Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitments until the applicable extended Maturity Date.
(which e) The Borrower shall be promptly forwarded by the pay to Administrative Agent to each Lender)all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the documentation thereof.
Appears in 1 contract
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date then in effect for one with respect to Committed Revolving Loans, Letters of Credit and Swing Line Loans to August 15, 2018 (1the “Extended Maturity Date”) additional term, not longer subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date;
(c) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the Initial Maturity Date, the Borrower shall pay to the Stated Maturity Date then in effect Administrative Agent, for the pro rata benefit of the Lenders (which based on their share of the Facility Amount outstanding on the Extension Effective Date), an extension fee equal to twenty hundredths of one percent (0.20%) of the Facility Amount; and
(e) Administrative Agent shall have received satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantors. If the above conditions are satisfied, the extension of the maturity of this Agreement shall be promptly forwarded by effective upon the date that the extension fee is paid to the Administrative Agent pursuant to each Lenderclause (d) above (the “Extension Effective Date”).
Appears in 1 contract
Samples: Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Extension of Maturity Date. The Borrowers (a) Maker hereby agrees to: (i) as a penalty, issue and deliver to Payee by October 18, 2004, 2,000,000 shares of its common stock; (ii) deliver to Payee’s counsel by October 18, 2004 an additional 2,000,000 shares of Maker’s common stock as additional escrow security; and (iii) within 10 days of the completion of the Maker’s contemplated merger transaction, (the “Merger”) estimated to close on or about November 29, 2004, deliver to Payee’s counsel an additional 21,000,000 shares of Maker’s common stock (the “Additional Collateral Shares”) as additional escrow security (based on there being an anticipated 470,000,000 post-merger issued and outstanding common shares); and (iv) pay to Payee’s designee, CJR Capital, LLC, $10,000.00 by October 22, 2004, in respect of its due diligence and legal expenses related to this Agreement. In addition, the parties hereto agree that, as of the date hereof, the conversion price provided for in Section 2 of the Note shall have an option be changed to $.045.
(b) In consideration of the foregoing, and subject to Maker’s timely completion of its delivery and payment obligations under Section 1(b) above, Payee hereby agrees to extend the Maturity Date then in effect for one (1) additional term, not longer than ninety (90) days, subject to satisfaction of the following conditions precedent:
Note until January 31, 2005; provided, however, that Payee hereby further agrees to extend the Maturity Date of the Note until March 24, 2005, if by November 29, 2004, Maker completes the Merger and delivers to Payee’s counsel the Additional Collateral Shares referred to above, together with a legal opinion from Maker’s counsel, in form and substance reasonably satisfactory to Payee, to the effect that all 40,000,000 of Maker’s common shares held as collateral on behalf of Payee may freely be sold by Payee under SEC Rule 144 upon the earlier of: (i) each of the extending Lenders and the Administrative Agent consent to the extension in their sole discretion;
March 24, 2005 or (ii) as an event of a default occurring under the Extension Effective Date, Note. The parties acknowledge that the representations and warranties Note will continue to bear interest at its stated rate of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent 1% per month during any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender)periods.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Subject to the provisions of this Section 2.15, the Borrower shall have an the option to extend the Maturity Date then in effect hereunder (the “Existing Maturity Date”), for an additional one (1) additional termyear from the Existing Maturity Date (the “Extension Option”), subject to the satisfaction of each of the following conditions:
(a) At least thirty (30) days and not longer more than ninety (90) days, subject days prior to satisfaction the Existing Maturity Date the Borrower shall notify the Administrative Agent of its exercise of the following conditions precedent:Extension Option;
(b) As of the date of the Borrower’s request to exercise the Extension Option and as of the Existing Maturity Date no Default shall have occurred and be continuing;
(c) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date signed by a Responsible Officer of such Loan Party (i) each of certifying and attaching the extending Lenders resolutions adopted by such Loan Party approving or consenting to such extension and the Administrative Agent consent to the extension in their sole discretion;
(ii) as in the case of the Extension Effective DateBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of each Loan Party contained in Article V or any VI and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 6.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.17.01, and (B) no Default exists;
(iiid) No later than Existing Maturity Date the Borrowers Borrower shall have paid the Extension Fee to the Administrative Agent, Agent (for the pro rata benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share Lenders) an extension fee in the amount of 0.20% of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Datethen Aggregate Commitments; and
(ve) the Borrowers The Borrower shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to each Lender)third party consultants (including reasonable attorneys’ fees and expenses) incurred by the Administrative Agent in connection with such extension.
Appears in 1 contract
Extension of Maturity Date. The Borrowers shall have an option If the Early Maturity Date Event has not occurred, then the Borrower may elect to extend the Initial Maturity Date then in effect with respect to Revolving Loans, Letters of Credit and Swing Line Loans for a single one (1) additional term, not longer twelve (12) month period (the "Extended Maturity Date"). The one (1) twelve (12) month extension shall be subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date;
(c) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the then effective Maturity Date, the Borrower shall pay to the Stated Administrative Agent, for the pro rata benefit of the Lenders (based on their share of the Aggregate Revolving Commitments outstanding on the Extension Effective Date), an extension fee equal to twenty hundredths of one percent (0.20%) of the Aggregate Revolving Commitments; and
(e) Administrative Agent shall have received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantors. If the above conditions are satisfied, such extension of the Maturity Date then in effect (which shall be promptly forwarded by effective upon the date that the extension fee is paid to the Administrative Agent pursuant to each Lenderclause (d) above (the "Extension Effective Date").
Appears in 1 contract
Samples: Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Extension of Maturity Date. The Borrowers Subject to the provisions of this Section 2.09(e), the Borrower shall have an option two one-year options to extend the Initial Extended Maturity Date then in effect for one (1) additional term, not longer than ninety (90) daysDate, subject to the satisfaction of each of the following conditions precedentconditions:
(i) Subject to the provisions of this Section 2.09(e)(i), the Borrower shall have the option to extend the Initial Extended Maturity Date to January 28, 2019 (the “First Extended Maturity Date”), subject to the satisfaction of each of the extending Lenders and following conditions:
(A) The Initial Facility Increase shall have occurred;
(B) The Borrower shall notify the Administrative Agent consent of the exercise of the extension option at least 30 days, but not more than 120 days, prior to the extension in their sole discretionInitial Extended Maturity Date;
(iiC) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no No Default or Event of Default shall have occurred and be continuing on the Extension Effective Initial Extended Maturity Date and after giving effect to the extension;
(D) The aggregate Borrowing Base for the Borrowing Base Properties shall be calculated as provided in the definitions of those terms immediately prior to the Initial Extended Maturity Date;
(E) The aggregate Credit Exposure of all of the Lenders shall be less than or equal to the Maximum Loan Amount;
(F) The Borrower shall, on the Initial Extended Maturity Date, pay to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective Commitments on such date) an extension fee equal to (1) 20.0 basis points multiplied by (2) the aggregate amount of all Commitments as of such date (whether funded or unfunded) and shall have paid all other outstanding fees, expenses or other amounts that are then due and invoiced reasonably in advance of the Initial Extended Maturity Date and for which the Borrower is responsible hereunder;
(G) The Borrower shall have delivered to the Administrative Agent a certificate of the Borrower dated as of the Initial Extended Maturity Date signed by an officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension;
(H) At the time of the exercise of the extension hereunder, the Borrower shall have delivered (1) a Compliance Certificate demonstrating that the Borrower is in compliance with the covenants set forth in Sections 2.05(f) and 6.07 as of the end of the most recent Measuring Period ending at least 45 days prior to Initial Extended Maturity Date and (2) a certificate of a Financial Officer certifying that such officer has no knowledge of any change since the end of such applicable Measuring Period that would cause the Borrower to not be in compliance with the covenants set forth in Sections 2.05(f), 6.01, 6.04 and 6.07; and
(vI) The Borrower and the Borrowers Guarantors shall have delivered a written request to extend the Stated Maturity Date deliver to the Administrative Agent a reaffirmation of their respective obligations under the Loan Documents (after giving effect to the extension), which reaffirmation shall be in form and substance reasonably satisfactory to the Administrative Agent.
(ii) Subject to the provisions of this Section 2.09(e)(ii), the Borrower shall have the option to extend the First Extended Maturity Date to January 28, 2020 (the “Second Extended Maturity Date”), subject to the satisfaction of each of the following conditions:
(A) The Initial Facility Increase shall have occurred;
(B) The Borrower shall notify the Administrative Agent of the exercise of the extension option at least 30 days, but not less more than five (5) Business Days 120 days, prior to the Stated First Extended Maturity Date;
(C) No Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date then in and after giving effect to the extension;
(which D) The aggregate Borrowing Base for the Borrowing Base Properties shall be promptly forwarded by calculated as provided in the definitions of those terms immediately prior to the First Extended Maturity Date;
(E) The aggregate Credit Exposure of all of the Lenders shall be less than or equal to the Maximum Loan Amount;
(F) The Borrower shall, on the First Extended Maturity Date, pay to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective Commitments on such date) an extension fee equal to each Lender(1) 20.0 basis points multiplied by (2) the aggregate amount of all Commitments as of such date (whether funded or unfunded) and shall have paid all other outstanding fees, expenses or other amounts that are then due and invoiced reasonably in advance of the First Extended Maturity Date and for which the Borrower is responsible hereunder;
(G) The Borrower shall have delivered to the Administrative Agent a certificate of the Borrower dated as of the First Extended Maturity Date signed by an officer of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension;
(H) At the time of the exercise of the extension hereunder, the Borrower shall have delivered (1) a Compliance Certificate demonstrating that the Borrower is in compliance with the covenants set forth in Sections 2.05(f) and 6.07 as of the end of the most recent Measuring Period ending at least 45 days prior to First Extended Maturity Date and (2) a certificate of a Financial Officer certifying that such officer has no knowledge of any change since the end of such applicable Measuring Period that would cause the Borrower to not be in compliance with the covenants set forth in Sections 2.05(f), 6.01, 6.04 and 6.07; and
(I) The Borrower and the Guarantors shall deliver to the Administrative Agent a reaffirmation of their respective obligations under the Loan Documents (after giving effect to the extension), which reaffirmation shall be in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital Global Trust II, Inc.)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date then in effect for one to March 15, 2022 (1the “Extended Maturity Date”) additional term, not longer subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) as no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date, ;
(c) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (except to the extent any such representation or warranty is already qualified for those representations and warranties that are conditioned by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Extension Effective 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 (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) on, or on a Business Day no more than five (5) Business Days prior to, the Borrowers Initial Maturity Date, the Borrower shall have paid the Extension Fee pay to the Administrative Agent, for the pro rata benefit of the extending Revolving Lenders consenting to such extension, payable to each such Lender ratably (based on its their share of the Revolving Commitments subject outstanding on the Extension Effective Date), an extension fee equal to extension and otherwise in accordance with Section 2.9;
twenty hundredths of one percent (iv0.20%) no Default or Event of Default shall have occurred and be continuing on the Aggregate Revolving Commitments as of the Extension Effective Date; and
(ve) the Borrowers Administrative Agent shall have delivered a written request received satisfactory documentation evidencing the extension executed by the Borrower and consented to extend by the Stated Maturity Date Guarantors. If the above conditions are satisfied, the extension of the maturity of this Agreement shall be effective upon the date that the extension fee is paid to the Administrative Agent not less than five pursuant to clause (5d) Business Days prior to above (the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender“Extension Effective Date”).. QB\033578.02027\42870831.19
Appears in 1 contract
Samples: Modification Agreement (Cim Real Estate Finance Trust, Inc.)
Extension of Maturity Date. The Borrowers Borrower shall have two (2) separate options (each an option “Extension Option”) to extend the Loans for a period of six (6) months each from the Maturity Date then in effect for one hereunder (1) additional termthe “Existing Maturity Date”), not longer than ninety (90) dayseach such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions precedentconditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more than one hundred twenty (120) days before the Existing Maturity Date (as then in effect).
(b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Existing Maturity Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, (i) each of confirming that the extending Lenders entity documents for the Borrower and the Guarantor Subsidiaries previously delivered to Administrative Agent consent are still in full force and effect, without modification, except to the extension in their sole discretion;
extent such modifications are (A) permitted under the terms of this Agreement, (B) modifications of a ministerial nature, or (C) otherwise approved by the Required Lenders, and (ii) as in the case of the Extension Effective DateBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Existing Maturity Date (as then in effect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;6.01, and (B) no Default or Event of Default exists.
(iiid) the Borrowers Borrower shall have paid the Extension Fee pay to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;its Applicable Percentage as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.0625% of the Aggregate Commitments (the “Extension Fee”) in consideration for their Commitment until the applicable extended Maturity Date, which Extension Fee shall be due with respect to each Extension Option and payable not later than the Existing Maturity Date (as then in effect). As of the date of the Borrower’s delivery of written notice electing to exercise each Extension Option, the applicable Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for their Commitment until the applicable extended Maturity Date.
(ive) no Default or Event of Default The Borrower shall have occurred pay to Administrative Agent all reasonable costs and be continuing on expenses, including reasonable attorneys’ fees, incurred in connection with such extension and the Extension Effective Date; anddocumentation thereof.
(vf) During each extended term, all terms and conditions of the Borrowers shall have delivered a written request Loan Documents (including but not limited to extend the Stated Maturity Date interest rates and payments) pertaining to the Administrative Agent not less than five (5) Business Days prior Loans shall continue to apply; provided, however, that the term “Maturity Date” and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the Stated extended Maturity Date then in effect (Date, which after exercise of the first Extension Option, shall be promptly forwarded by February 7, 2020, and after exercise of the Administrative Agent second Extension Option (and only if the first Extension Option is exercised) shall be August 7, 2020. All references in this Agreement or any other Loan Document to the exercise of each Lender)Extension Option shall be deemed to refer to satisfaction of all conditions set forth above.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Borrower shall have an the right to exercise one option to extend the Maturity Date then in effect (such existing Maturity Date being the "Extension Effective Date"), for one (1) an additional termterm of twelve months, not longer than ninety (90) days, subject to satisfaction provided that each of the following conditions precedentprecedent are met:
(ia) each of the extending Lenders and Borrower delivers to the Administrative Agent consent (which shall promptly notify the Lenders) a request for such extension (an "Extension Request") not later than 60 days prior to the extension in their sole discretionExtension Effective Date;
(iib) at the time that the Borrower delivers the Extension Request to the Administrative Agent and as of the Extension Effective Date, no Default or Event of Default has occurred and is continuing;
(c) the Borrower has a Debt Rating of not less than Baa2 from Xxxxx'x and BBB from S&P;
(d) on the Extension Effective Date, the Borrower pays to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, a extension fee (the "Extension Fee") in an amount equal to 0.25% times the Aggregate Commitment outstanding as of the date of the Extension Request;
(e) the Borrower delivers 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 of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;
6.01, (iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivB) no Default or Event of Default shall have occurred exists, and be continuing on the Extension Effective Date; and
(vC) the Borrowers shall have delivered Borrower has a written request to extend the Stated Maturity Date to the Administrative Agent Debt Rating of not less than five (5) Business Days prior Baa2 from Xxxxx'x and BBB from S&P. This Section shall supersede any provisions in Section 2.14 or 10.01 to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender)contrary.
Appears in 1 contract
Samples: Unsecured Line of Credit Loan Agreement (Bre Properties Inc /Md/)
Extension of Maturity Date. The Borrowers shall have an Borrower may, at its option and subject to extend the satisfaction of the conditions precedent set forth in the next succeeding sentence, on a single occasion request that the Maturity Date then as in effect for one on the date of this Agreement (1the "Original Maturity Date") additional termbe extended to December 31, not longer than ninety 2000 (90) dayssuch new date, the "New Maturity Date"). The effectiveness of the extension of the Original Maturity Date to the New Maturity Date shall be subject to the satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent to the extension in their sole discretion;
(ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) precedent on and as of such date, except the Original Maturity Date:
(a) the Borrower shall have provided written notice to the extent Agent, at least 30 days but no more than 90 days prior to the Original Maturity Date, that it has elected to extend the Original Maturity Date to the New Maturity Date, which notice shall contain a certification from a Responsible Officer of the Borrower that as of the date of such representations notice the Borrower shall be able to satisfy each of the other conditions precedent to the extension of the Maturity Date set forth in this Section 2.6 and warranties specifically refer to an earlier dateshall include computations, in which case they reasonable detail, supporting the assertion that the Borrower shall be true able to satisfy the conditions set forth in clauses (d) and correct as of such earlier date, and except that for purposes (e) of this Section 4.2, the representations and warranties contained in subsections (a) and 2.6;
(b) the Borrower shall not have received written notice from the Agent of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1any Default;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivc) no Default or Event of Default shall have occurred and be continuing continuing;
(d) the Debt to Value Ratio (based upon the appraisal delivered pursuant to Section 5.2(g)) shall not exceed 65%;
(e) the Debt Service Coverage Ratio for the Test Period ended December 31, 1999 shall not be less than 1.15 to 1;
(f) the Adjusted Debt Service Coverage Ratio for the Test Period ended December 31, 1999 shall not be less than 1.55 to 1;
(g) the Borrower shall have obtained an interest rate swap, cap, collar or other interest rate hedge with respect to at least 50% of the then outstanding principal amount of the Loans, fixing the Eurodollar Rate for the Extension Term at not more than 3% above the Eurodollar Rate as in effect on the Extension Effective Original Maturity Date; and
(vh) the Borrowers Borrower shall have delivered a written request paid an extension fee (the "Extension Fee"), in an amount equal to extend 0.25% of the Stated aggregate principal amount of the Loans then outstanding, to the Agent for the ratable benefit of the Lenders. From and after the effectiveness of any such extension as provided in this Section 2.6, the New Maturity Date to shall constitute the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by for all purposes of the Administrative Agent to each Lender)Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Rcpi Trust /De/)
Extension of Maturity Date. (a) Not earlier than two (2) years prior to, nor later than thirty (30) days prior to, the Maturity Date set forth herein, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect.
(b) The Borrowers Maturity Date shall have an option be extended only if no Default has occurred and is continuing under the Loan Documents. If so extended, the Maturity Date shall be extended to extend the same date in the following year effective as of the Maturity Date then in effect for one (1) additional termsuch 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, not longer than ninety (90) days, subject the Borrower shall deliver to satisfaction the Administrative Agent a certificate of each Loan Party dated as of the following conditions precedent:
Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) each of certifying and attaching the extending Lenders resolutions adopted by such Loan Party approving or consenting to such extension and the Administrative Agent consent to the extension in their sole discretion;
(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 VI and the other Loan Documents are true and correct on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 4.22.14, the representations and warranties contained in subsections (a) and (b) of Section 5.5 6.5 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;7.1, and (B) no Default exists.
(iiic) As an additional condition precedent to the Borrowers extension of the Maturity Date, the Borrower shall have paid the Extension Fee pay to the Administrative Agent, Agent for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based an extension fee of twenty-five (25) basis points on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;then applicable Aggregate Commitments.
(ivd) no Default This Section shall supersede any provisions in Section 2.13 or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date Section 11.1 to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender)contrary.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Borrower and the Lenders, with mutual consent, shall have an the option to extend the Stated Maturity Date then in effect for one (1) additional termterm (each such extension, not a “Facility Extension”), each no longer than ninety (90) 364 days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent to the extension in their sole discretion;
(ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee amount of any extension fee to the Administrative Agent, Agent for the benefit of the extending Lenders consenting to such extension(other than Defaulting Lenders), a fee in an amount as set forth in the applicable Fee Letter, payable upon the extension of the Stated Maturity Date to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9ratably;
(ivb) no Default or Event of Default shall have occurred and be continuing on the Extension Effective date on which notice is given in accordance with Section 2.12(d) or on the Stated Maturity Date then in effect;
(c) all representations and warranties of the Credit Parties under the Loan Documents are true and correct in all material respects on and as of the initial Stated Maturity Date, 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 to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that if any such representation and warranty is already qualified by materiality, then it shall be true and correct in all respects; and
(vd) the Borrowers shall have delivered a written request an Extension Request with respect to extend the Stated Maturity Date to the Administrative Agent not less than five thirty (530) Business Days days prior to the Stated Maturity Date (or such lesser number of days, at the sole discretion of the Administrative Agent) then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender).
Appears in 1 contract
Samples: Revolving Credit Agreement (BlackRock Direct Lending Corp.)
Extension of Maturity Date. The Borrowers Subject to the provisions of this Section 2.15, the Borrower shall have an the option to extend the Maturity Date then in effect hereunder (the “Existing Maturity Date”), for one an additional six (16) additional term, not longer than ninety months from the Existing Maturity Date (90) daysthe “Extension Option”), subject to the satisfaction of each of the following conditions precedentconditions:
(ia) each of At least thirty (30) days and not more than sixty (60) days prior to the extending Lenders and Existing Maturity Date the Borrower shall notify the Administrative Agent consent to of its exercise of the extension in their sole discretionExtension Option;
(iib) As of the date of the Borrower’s request to exercise the Extension Option and as of the Extension Effective DateExisting Maturity Date no Default shall have occurred and be continuing;
(c) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date 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 of each Loan Party contained in Article V or any VI and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 6.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.17.01, and (B) no Default exists and the Borrower is in compliance with all covenants set forth herein and Borrower shall deliver a Compliance Certificate with respect thereto;
(iiid) No later than Existing Maturity Date the Borrowers Borrower shall have paid the Extension Fee to the Administrative Agent, Agent (for the pro rata benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share Lenders) an extension fee in the amount of 0.05% of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event then outstanding principal amount of Default shall have occurred and be continuing on the Extension Effective DateLoans; and
(ve) the Borrowers The Borrower shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to each Lender)third party consultants (including reasonable attorneys’ fees and expenses) incurred by the Administrative Agent in connection with such extension.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Subject to the provisions of this Section 2.15, the Borrower shall have an the option to extend the Maturity Date then in effect hereunder (the “Existing Maturity Date”), for an additional one (1) additional termyear from the Existing Maturity Date (the “Extension Option”), subject to the satisfaction of each of the following conditions:
(a) At least thirty (30) days and not longer more than ninety (90) days, subject days prior to satisfaction the Existing Maturity Date the Borrower shall notify the Administrative Agent of its exercise of the following conditions precedent:Extension Option;
(b) As of the date of the Borrower's request to exercise the Extension Option and as of the Existing Maturity Date no Default shall have occurred and be continuing;
(c) The Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date signed by a Responsible Officer of such Loan Party (i) each of certifying and attaching the extending Lenders resolutions adopted by such Loan Party approving or consenting to such extension and the Administrative Agent consent to the extension in their sole discretion;
(ii) as in the case of the Extension Effective DateBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of each Loan Party contained in Article V or any VI and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 6.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.17.01, and (B) no Default exists;
(iiid) No later than Existing Maturity Date the Borrowers Borrower shall have paid the Extension Fee to the Administrative Agent, Agent (for the pro rata benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share Lenders) an extension fee in the amount of 0.15% of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Datethen Aggregate Commitments; and
(ve) the Borrowers The Borrower shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys' fees and expenses) incurred by the Administrative Agent in connection with such extension. The Administrative Agent shall promptly notify each Lender)Lender of such extension request.
Appears in 1 contract
Extension of Maturity Date. (a) The Borrowers shall have an option two options (which shall be binding on the Revolving Lenders), exercisable by written notice to extend the Maturity Date then in effect for one Administrative Agent (1which shall promptly notify each of the Lenders) additional term, not longer given no more than ninety (90) daysdays nor less than thirty (30) days prior to the then Revolving Maturity Date, subject to satisfaction extend the Revolving Maturity Date for a period of six (6) months. Upon delivery of such notice, the Revolving Maturity Date shall be extended for six (6) months so long as the following conditions precedent:
are satisfied: (i) each no Default or Event of Default has occurred and is continuing as of the extending Lenders date of such notice and as of the Administrative Agent consent to the extension in their sole discretion;
effective date of such extension; (ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V made or any other Loan Document, or which are contained deemed made by the Borrowers in any document furnished at any time under or in connection herewith or therewith, Loan Document shall be true and correct in all material respects (except to the extent other than any such representation or warranty is already qualified by as to “materiality”, in “Material Adverse Effect” or similar language, which case it shall be true and correct in all respects) on and as of the effective date of such date, extension except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date, ); and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid an extension fee equal to 0.075% of the Extension Fee aggregate outstanding amount of the Revolving Commitments (to the Administrative Agent, Agent for the ratable benefit of the extending Lenders consenting Revolving Lenders).
(b) The Borrowers shall have one option (which shall be binding on the A-1 Term Loan Lenders), exercisable by written notice to such extension, payable to the Administrative Agent (which shall promptly notify each such Lender ratably based on its share of the Commitments subject Lenders) given no more than ninety (90) days nor less than thirty (30) days prior to extension and otherwise in accordance with Section 2.9;
the then A-1 Term Loan Maturity Date, to extend the A-1 Term Loan Maturity Date for a period of one (iv1) year. Upon delivery of such notice, the A-1 Term Loan Maturity Date shall be extended for one (1) year so long as the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing as of the date of such notice and as of the effective date of such extension; (ii) the representations and warranties made or deemed made by the Borrowers in any Loan Document shall be true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) as of 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 occurred been true and be continuing correct in all material respects on the Extension Effective Dateand as of such earlier date); and
and (viii) the Borrowers shall have delivered a written request paid an extension fee equal to extend 0.10% of the Stated Maturity Date aggregate outstanding amount under the A-1 Term Facility (to the Administrative Agent not less than five (5) Business Days prior to for the Stated Maturity Date then in effect (which shall be promptly forwarded by ratable benefit of the Administrative Agent to each LenderA-1 Term Loan Lenders).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Gramercy Property Trust)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date with respect to Revolving Loans, Term Loans and Letters of Credit for up to two (2) successive twelve (12) month periods, but in no event beyond the fifth anniversary of the date of this Agreement (at any time, the then in effective Maturity Date after giving effect for one to any such extension is the "Extended Maturity Date"). Each of the twelve (112) additional term, not longer month extensions shall be subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) as no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date, ;
(c) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (except to the extent any such representation or warranty is already qualified for those representations and warranties that are conditioned by materiality, in which case it shall be true and correct in all respects) ), on and as of such datethe Extension Effective 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 (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, financial statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the then effective Maturity Date, the Borrower shall pay to the Stated Administrative Agent, for the pro rata benefit of the Lenders (based on their share of the Commitments outstanding on the Extension Effective Date), an extension fee equal to twenty hundredths of one percent (0.20%) of the Commitments;
(e) Administrative Agent shall have received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantors, and Only as to the second twelve (12) month extension, the following additional condition shall apply:
(f) The Unsecured Conversion has occurred prior to the expiration of the first 12-month Extension Period. If the above conditions are satisfied, such extension of the Maturity Date then in effect (which shall be promptly forwarded by effective upon the date that the extension fee is paid to the Administrative Agent pursuant to each Lenderclause (d) above (the "Extension Effective Date").
Appears in 1 contract
Samples: Credit Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date then in effect for one with respect to Committed Revolving Loans, Letters of Credit and Swing Line Loans to October 25, 2018 (1the “Extended Maturity Date”) additional term, not longer subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date;
(c) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct correct, in all material respects, as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the Initial Maturity Date, the Borrower shall pay to the Stated Maturity Date Administrative Agent, for the pro rata benefit of the Lenders (based on their share of the Facility Amount outstanding on the Extension Effective Date), an extension fee equal to twenty hundredths of one percent (0.20%) of the then in effect outstanding Facility Amount; and
(which shall be promptly forwarded by e) the Administrative Agent shall have received satisfactory documentation evidencing the extension executed by the Borrower and consented to each Lenderby the Guarantors. If the above conditions are satisfied, the extension of the maturity of this Agreement shall be effective upon the date that the extension fee is paid to the Administrative Agent pursuant to clause (d) above (the “Extension Effective Date”).
Appears in 1 contract
Samples: Credit Agreement (Cole Corporate Income Trust, Inc.)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date then in effect for one to March 15, 2022 (1the “Extended Maturity Date”) additional term, not longer subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionInitial Maturity Date;
(iib) as no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date, ;
(c) the representations and warranties of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct correct, in all material respects (except to the extent any such representation or warranty is already qualified for those representations and warranties that are conditioned by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Extension Effective 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 (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) on, or on a Business Day no more than five (5) Business Days prior to, the Borrowers Initial Maturity Date, the Borrower shall have paid the Extension Fee pay to the Administrative Agent, for the pro rata benefit of the extending Revolving Lenders consenting to such extension, payable to each such Lender ratably (based on its their share of the Revolving Commitments subject outstanding on the Extension Effective Date), an extension fee equal to extension and otherwise in accordance with Section 2.9;
twenty hundredths of one percent (iv0.20%) no Default or Event of Default shall have occurred and be continuing on the Aggregate Revolving Commitments as of the Extension Effective Date; and
(ve) the Borrowers Administrative Agent shall have delivered a written request received satisfactory documentation evidencing the extension executed by the Borrower and consented to extend by the Stated Maturity Date Guarantors. If the above conditions are satisfied, the extension of the maturity of this Agreement shall be effective upon the date that the extension fee is paid to the Administrative Agent not less than five pursuant to clause (5d) Business Days prior to above (the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender“Extension Effective Date”).
Appears in 1 contract
Samples: Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Extension of Maturity Date. The Borrowers shall have an option 2.15.1 Not less than sixty (60) days and no earlier than one hundred eighty (180) days prior to the original Maturity Date, Borrower may request in writing that Lender extend the Maturity Date then in effect for one (1if not previously terminated) additional termto April 8, not longer than ninety 2017 (90) days, the end of such period and such date being the “Extended Maturity Date”).
2.15.2 Lender agrees that the Maturity Date of the Loans shall be extended following a request from Borrower pursuant to Section 2.15.1 above subject to satisfaction of the following conditions precedentterms and conditions:
(ia) each no Default or Event of Default shall have occurred and be continuing on the extending Lenders date of such extension and the Administrative Agent consent to the extension in their sole discretionafter giving effect thereto;
(iib) the ratio of the outstanding balance of the Borrowing Base Debt to Borrowing Base Asset Value is no more than fifty percent (50%);
(c) the Debt Service Coverage Ratio is no less than 1.50 to 1.00;
(d) the Debt Yield is no less than twelve percent (12%);
(e) in connection with each extension of the original Maturity Date pursuant to clause (a) or (b) above, Borrower shall, on the original Maturity Date, pay to Lender an extension fee equal to 0.25% of the Commitment;
(f) Each Credit Party shall deliver to Lender a Certificate executed on behalf of such Credit Party (with respect to the Solvency of any such Credit Party both before and after giving effect to such extension) and a certificate of each Credit Party dated as of the Extension Effective original Maturity Date, signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and updated financial projections for such Credit Party through the Extended Maturity Date, and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of each Loan Party contained in Article V or any this Agreement and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of the date of such extension, provided, that any representation or warranty which is qualified by materiality or “material adverse effect” or similar language shall be true and correct as of such earlier datein all respects, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivB) no Default or Event of Default exists; and all of the certifications contained in each of the foregoing certificates shall have occurred be true and be continuing on the Extension Effective Datecorrect; and
(vg) the Borrowers Borrower shall have paid any costs or expenses incurred by Lender with respect to such extension and the documents to be delivered a written request to extend in connection therewith. Notwithstanding the Stated Maturity Date to foregoing, the Administrative Agent not less than five (5) Business Days Borrower shall have the option to, prior to the Stated original Maturity Date then hereunder, to make a principal payment in an amount such that after giving effect (which shall to such reduction, Borrower would be promptly forwarded by in compliance with the Administrative Agent to each Lender)foregoing conditions.
Appears in 1 contract
Samples: Loan Agreement (GTJ REIT, Inc.)
Extension of Maturity Date. The Borrowers Borrower shall have an the right to exercise one option to extend the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Date”), for one (1) an additional termterm of twelve months, not longer than ninety (90) days, subject to satisfaction provided that each of the following conditions precedentprecedent are met:
(ia) each of the extending Lenders and Borrower delivers to the Administrative Agent consent (which shall promptly notify the Lenders) a request for such extension (an “Extension Request”) not more than 180 days or less than 90 days prior to the extension in their sole discretionExtension Effective Date;
(iib) at the time that the Borrower delivers the Extension Request to the Administrative Agent and as of the Extension Effective Date, no Default or Event of Default has occurred and is continuing;
(c) on the Extension Effective Date, the Borrower pays to the Administrative Agent, for the account of each Lender in accordance with its Pro Rata Share, a extension fee (the “Extension Fee”) in an amount equal to 0.15% times the Aggregate Commitment outstanding as of the date of the Extension Request;
(d) the Borrower delivers 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 of each Loan Party contained in Article V or any and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such datethe Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 4.22.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;
6.01 and (iiiB) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) that no Default or Event of Default exists. This Section shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date supersede any provisions in Section 2.14 or 10.01 to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender)contrary.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Provided there exists no Default -------------------------- or Event of Default, Borrower shall have an option the option, exercisable once, to extend the original Maturity Date then in effect for a period of one (1) additional termyear, not longer than subject to (i) Administrative Agent's receipt of (x) a written request from Borrower for such extension between sixty (60) and ninety (90) daysdays prior to the original Maturity Date, subject to satisfaction (y) an extension fee, for the account of the following conditions precedent:
(i) each Banks, in the amount of .15% of the extending Lenders Principal Amount as of the original Maturity Date and the (z) such note extension agreement(s) as Administrative Agent consent to the extension in their sole discretion;
may reasonably require and (ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect 's determination (which shall be promptly forwarded conclusive so long as made on a reasonable basis) that, as of the original Maturity Date, (1) Guarantor is in compliance with the covenants set forth in paragraphs 14 and 15 of the Payment Guaranty, (2) the Improvements (other than unleased tenant space and minor "punch-list" items) have been satisfactorily completed, lien-free, (3) at least 85% of the total SFGLA in the Improvements is covered by executed leases pursuant to which the tenants thereunder are in occupancy and which have an unexpired term of one (1) year or more, (4) the Principal Amount does not exceed 70% of the "as-is" value of the Premises (as reflected in an update to the appraisal delivered pursuant to Section 4.01(8), which updated appraisal shall be commissioned by Administrative Agent to at Borrower's expense) and (5) Debt Service Coverage is at least 1.4, on average, for the four (4) full calendar quarters immediately preceding the date of Borrower's written request for the extension; provided, however, that the foregoing loan-to-value and Debt Service -------- ------- Coverage conditions set forth in clauses (4) and (5) above shall be deemed satisfied if Borrower makes a partial prepayment of the Principal Amount on or before the original Maturity Date in an amount such that the requisite loan-to-value or Debt Service Coverage, each Lender)recomputed based on the reduced Principal Amount, is attained.
Appears in 1 contract
Samples: Loan Agreement (Taubman Centers Inc)
Extension of Maturity Date. The Borrowers shall have an option to extend the Maturity Date then in effect for one (1a) additional term, not longer Not earlier than ninety (90) daysdays prior to, subject nor later than sixty (60) days prior to, the Maturity Date, GMH Operating Partnership may, upon notice to satisfaction Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the following conditions precedent:Maturity Date.
(b) If so extended, the Maturity Date shall be extended to November ____, 2008, effective as of the Maturity Date (the “Extension Effective Date”). Administrative Agent and GMH Operating Partnership shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, (i) each Borrower and each Guarantor shall deliver to Administrative Agent a certificate of each Borrower and each Guarantor dated as of the extending Lenders Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Borrower and each Guarantor (A) providing evidence satisfactory to Administrative Agent that each Borrower and each Guarantor has taken all necessary action to authorize such extension and (B) in the case of the Trust and each Borrower, certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article V and the Administrative Agent consent to the extension in their sole discretion;
(ii) other Loan Documents are true and correct on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct as of such earlier date, and except that for purposes of this Section 4.22.14, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.1;
6.01, and (iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivy) no Default or Event of Default shall have occurred exists before or after giving effect to such extension, and be continuing on the Extension Effective Date; and
(vii) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent paid to each Lender an extension fee in an amount equal to twenty-five basis points (0.25%) times such Lender)’s Commitment.
Appears in 1 contract
Extension of Maturity Date. The Borrowers Borrower shall have an one (1) option to extend the Scheduled Maturity Date then in effect for one of the Loan to the Extended Maturity Date (1the period of such extension, the “Extension Term”), provided that the following conditions are satisfied:
(i) additional term, Borrower shall deliver to Lender and Agent written notice of its election of the Extension Term at least forty-five (45) and not longer more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretion;
Scheduled Maturity Date; (ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default or Event of Default shall have occurred and be continuing on either the date of such notice or the Scheduled Maturity Date; (iii) Borrower or HoldCo shall have entered into an Interest Rate Protection Agreement for the Extension Effective DateTerm in form and substance reasonably acceptable to Agent and otherwise in accordance with the terms of Section 7.24 hereof and shall have collaterally assigned such Interest Rate Protection Agreement to Agent pursuant to the terms of a collateral assignment in form and substance reasonably satisfactory to Agent; and
(iv) [intentionally omitted]; (v) Debt Yield shall not be less than fourteen percent (14%) for the Borrowers trailing twelve (12) month period immediately preceding the Scheduled Maturity Date; (vi) the Loan to Value Ratio shall not be more than sixty-five percent (65%); (vii) [intentionally omitted]; (viii) if required by Agent, Borrower shall permit Agent 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 Agent, in Agent’s reasonable discretion; (ix) Borrower shall have delivered a written request to extend Agent, together with its notice pursuant to clause (i) of this Section 2.10 and as of the Stated Maturity Date commencement of the Extension Term, an Officer’s Certificate, in form and substance acceptable to Agent, certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the Administrative Agent extent such representation and warranties are not less than five (5) Business Days prior to matters which by their nature can no longer be true and correct as a result of the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender).passage of time;
Appears in 1 contract
Samples: Loan Agreement (CaliberCos Inc.)
Extension of Maturity Date. The Borrowers shall have an option Borrower may elect to extend the Initial Maturity Date then for up to two (2) successive twelve (12) month periods, but in effect for one no event beyond the fifth anniversary of the date of this Agreement (1the “Extended Maturity Date”). Each of the twelve (12) additional term, not longer month extensions shall be subject to the satisfaction of the following conditions:
(a) the Borrower must provide written notice to the Administrative Agent of such election to extend the maturity at least thirty (30) days but no more than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent days prior to the extension in their sole discretionthen effective Maturity Date;
(iib) no Default or Event of Default shall exist on the date of such notice of extension or on the Extension Effective Date;
(c) the representations and warranties contained in Article V and the other Loan Documents are true and correct, in all material respects, on and as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct correct, in all material respects, as of such earlier date, and except that for purposes QB\033578.02011\28349393.9 of this Section 4.22.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 5.05 shall be deemed to refer to the most recent statements, if any, statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.16.01;
(iiid) the Borrowers shall have paid the Extension Fee to the Administrative Agenton, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based or on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) a Business Day no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request to extend the Stated Maturity Date to the Administrative Agent not less more than five (5) Business Days prior to, the then effective Maturity Date, the Borrower shall pay to the Stated Administrative Agent, for the pro rata benefit of the Lenders (based on their share of the Facility Amount outstanding on the Extension Effective Date), an extension fee equal to twenty hundredths of one percent (0.20%) of the Facility Amount;
(e) Administrative Agent shall have received reasonably satisfactory documentation evidencing the extension executed by the Borrower and consented to by the Guarantors; and Only as to the second twelve (12) month extension, the following additional condition shall apply:
(f) The Unsecured Conversion has occurred prior to expiration of the first 12‑month Extension Period. If the above conditions are satisfied, the extension of the Maturity Date then in effect (which shall be promptly forwarded by effective upon the date that the extension fee is paid to the Administrative Agent pursuant to each Lenderclause (d) above (the “Extension Effective Date”).
Appears in 1 contract
Samples: Credit Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.)
Extension of Maturity Date. The Borrowers shall have an Borrower may, at its option and subject to extend the satisfaction of the conditions precedent set forth in the next succeeding sentence, on a single occasion request that the Maturity Date then as in effect for one on the date of this Agreement (1the "Original Maturity Date") additional termbe extended to December 31, not longer than ninety 2000 (90) dayssuch new date, the "New Maturity Date"). The effectiveness of the extension of the Original Maturity Date to the New Maturity Date shall be subject to the satisfaction of the following conditions precedent:
(i) each of the extending Lenders and the Administrative Agent consent to the extension in their sole discretion;
(ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) precedent on and as of such date, except the Original Maturity Date:
(a) the Borrower shall have provided written notice to the extent Agent, at least 30 days but no more than 90 days prior to the Original Maturity Date, that it has elected to extend the Original Maturity Date to the New Maturity Date, which notice shall contain a certification from a Responsible Officer of the Borrower that as of the date of such representations notice the Borrower shall be able to satisfy each of the other conditions precedent to the extension of the Maturity Date set forth in this Section 2.6 and warranties specifically refer to an earlier dateshall include computations, in which case they reasonable detail, supporting the assertion that the Borrower shall be true able to satisfy the conditions set forth in clauses (d) and correct as of such earlier date, and except that for purposes (e) of this Section 4.2, the representations and warranties contained in subsections (a) and 2.6;
(b) the Borrower shall not have received written notice from the Agent of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1any Default;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(ivc) no Default or Event of Default shall have occurred and be continuing continuing;
(d) the Debt to Value Ratio (based upon the appraisal delivered pursuant to Section 5.2(g)) shall not exceed 72.5%;
(e) the Debt Service Coverage Ratio for the Test Period ended December 31, 1999 shall not be less than 1.55 to 1;
(f) the Borrower shall have obtained an interest rate swap, cap, collar or other interest rate hedge with respect to at least 50% of the then outstanding principal amount of the Loans, fixing the Eurodollar Rate for the Extension Term at not more than 3% above the Eurodollar Rate as in effect on the Extension Effective Original Maturity Date; and
(vg) the Borrowers Borrower shall have delivered a written request paid an extension fee (the "Extension Fee"), in an amount equal to extend 0.25% of the Stated aggregate principal amount of the Loans then outstanding, to the Agent for the ratable benefit of the Lenders. From and after the effectiveness of any such extension as provided in this Section 2.6, the New Maturity Date to shall constitute the Administrative Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by for all purposes of the Administrative Agent to each Lender)Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Rockefeller Center Properties Inc)
Extension of Maturity Date. Borrower may extend the current Maturity Date by up to three (3) successive one-year intervals (each an "Extension Term") by executing and delivering to Agent at least forty-five (45) days but no more than one hundred twenty (120) days prior to the current Maturity Date, a written notice in the form of Exhibit E (an "Extension Notice"), each such extension being subject to satisfaction of the following:
(a) Payment by Borrower at the Maturity Date to be extended of an extension fee pursuant to Section 2.7 hereof;
(b) The Borrowers outstanding principal balance of the Loan (not taking into account the principal repayment required to be made pursuant to Section 2.6(c) below on the first day of the Extension Term being exercised, so long as such payment is made on the Maturity Date being extended) does not exceed the following amounts on the first day of the applicable Extension Term: Extension Term Maximum Outstanding Principal Balance -------------- ------------------------------------- First Extension Term $212,000,000.00 Second Extension Term $187,000,000.00 Third Extension Term $162,000,000.00
(c) Payment at the Maturity Date to be extended of the first quarterly installment of principal as required by Section 2.6(c);
(d) The delivery by Borrower to Agent of an extension agreement and such other documentation as Agent may reasonably require in connection therewith, all of which shall have be in form and substance reasonably acceptable to Agent;
(e) The delivery by Borrower to Agent of written consent to such extension from all Guarantors;
(f) At the time of such notice and extension, there shall exist no Event of Default hereunder or under any other Loan Documents;
(g) Borrower shall deliver to Agent an option opinion of counsel in form and substance reasonably acceptable to Agent, stating that, inter alia, the Loan Documents create valid and binding obligations of the Borrower and all Guarantors, and the transactions evidenced thereby violate no provisions of Applicable Law;
(h) The delivery by Borrower to Agent of all financial information reasonably requested by Agent; and
(i) Borrower shall pay, at its sole cost and expense, all costs incurred by Agent and Lenders in connection with such extension, including reasonable legal fees and such other professional services which Agent in good faith determines at the time such extension is requested are necessary to satisfy any Legal Requirement. The payment by Borrower of these costs and expenses shall not be credited, in any way or to any extent, against any portion of the outstanding balance of the Loan. Notwithstanding Borrower's right to extend the Maturity Date then in effect for one (1) additional term, not longer than ninety (90) days, subject to satisfaction of the following conditions precedent:
(i) each of the extending Loan as set forth hereinabove, Borrower hereby agrees that Agent and Lenders and the Administrative Agent consent to the extension in their sole discretion;
(ii) as of the Extension Effective Date, the representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects) on and as of such 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 as of such earlier date, and except that for purposes of this Section 4.2, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements, if any, furnished pursuant to clauses (a) and (b), respectively, of Section 6.1;
(iii) the Borrowers shall have paid the Extension Fee to the Administrative Agent, for the benefit of the extending Lenders consenting to such extension, payable to each such Lender ratably based on its share of the Commitments subject to extension and otherwise in accordance with Section 2.9;
(iv) no Default commitment or Event of Default shall have occurred and be continuing on the Extension Effective Date; and
(v) the Borrowers shall have delivered a written request obligation to extend the Stated Maturity Date to the Administrative beyond January 31, 2006. Agent not less than five (5) Business Days prior to the Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent forward to each Lender)Lender a copy of each Extension Notice delivered to Agent promptly upon receipt thereof.
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