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Common use of Extension of Maturity Clause in Contracts

Extension of Maturity. If so indicated on the face of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Maturity Date in effect prior to the exercise of such option (the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election of the Company to extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day prior to the Original Maturity Date.

Appears in 3 contracts

Samples: Distribution Agreement (Texaco Inc), Distribution Agreement (Texaco Inc), Distribution Agreement (Texaco Inc)

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Extension of Maturity. If so indicated specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the Maturity of this Note may be extended at the option of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years specified on the face hereof or in the pricing supplement attached hereto or delivered herewith (each an "Extension Period") from one to five whole years, up to but not beyond beyond, the date (the "Final Maturity DateMaturity", as ) set forth aboveon the face hereof or in the pricing supplement attached hereto or delivered herewith. The Company may exercise such option by notifying the Trustee of such exercise for this Note at least 45 but not more than 60 days prior to the old Stated Maturity Date in effect prior of this Note. If the Company exercises such option, the Trustee will mail to the exercise Holder of such option (the "Original Maturity Date"). No this Note not later than 40 days prior to the Original old Stated Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: prepaid indicating (ai) the election of the Company to extend the Maturity Date of such Note; Stated Maturity, (bii) the new Maturity Date; Stated Maturity, (ciii) in the case of a Fixed Interest Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (div) the provisions, if any, for redemption during the such Extension Period, Period including the date or dates on which which, or the period or periods during which which, and the price or prices at which such redemption may occur during the Extension Periodextension period. Upon the Trustee's mailing by of the Trustee of an Extension Notice to the holder of a NoteNotice, the Stated Maturity Date of such this Note shall be extended automatically, automatically and, except as modified by the Extension Notice and as described in the next paragraph, such this Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original old Stated Maturity Date for a of this Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Interest Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Interest Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may beInterest Rate, first class, postage prepaid, prepaid to the holder Holder of such this Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Interest Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Periodextension period, whether or not tendered for repayment. If the Company elects to extend extends the Stated Maturity Date of a this Note, the holder of such Note Holder will have the option to elect repayment of such this Note by the Company on the Original old Stated Maturity Date at a price equal to the principal amount thereof hereof, plus any interest accrued interest to such date. In order for a Note to be so repaid obtain repayment on such old Stated Maturity once the Original Company has extended the Stated Maturity Datehereof, the holder thereof Holder must follow the procedures set forth above under "Repayment" below for optional repayment, except that the period for delivery of such this Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to before the Original Maturity Date old Stated Maturity, and except that a holder who if the Holder has tendered a this Note for repayment pursuant to an Extension Notice Notice, the Holder may, by written notice to the Trustee Trustee, revoke any such tender for repayment until the close of business on the tenth calendar day prior to before the Original Maturity Dateold Stated Maturity.

Appears in 2 contracts

Samples: Global Security Note (Citigroup Capital Xii), Global Security Note (Citigroup Capital Xi)

Extension of Maturity. If so indicated on the face of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Maturity Date in effect prior to the exercise of such option (the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election of the Company to extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice Borrower may, by written notice to the Trustee revoke Administrative Agent from time to time, request an extension (each, an “Extension”) of the Facility Termination Date with respect to the Revolving Facility and/or the Term Facility to the first anniversary of the then applicable Facility Termination Date. Such notice shall (i) set forth the principal amount of (A) the Aggregate Revolving Commitment that will be subject to the Extension (which shall be in minimum increments of $25,000,000.00 and a minimum amount of $250,000,000.00), if any and (B) the Aggregate Term Commitment that will be subject to the Extension (which shall be in minimum increments of $25,000,000.00 and a minimum amount of $100,000,000.00), if any, and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than thirty (30) days nor more than one hundred twenty (120) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Revolving Lender and each Term Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension with respect to the Revolving Facility and the Term Facility, respectively, in each case on a pro rata basis and on the same terms and conditions as each other Lender for the applicable Class of Loans pursuant to procedures established by, or reasonably acceptable to, Administrative Agent and Borrower. If the aggregate principal amount of Commitments for a Facility in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the principal amount of the Aggregate Term Commitment or Aggregate Revolving Commitment, as applicable, for such Facility subject to the Extension Offer as set forth in the Extension notice, then the Commitments of the Lenders for such Facility which have accepted such Extension Offer shall be extended ratably with respect to such Facility up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer with respect to such Facility. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article V hereof and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension except to the extent any such tender representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (iii) to the extent that such Extension provides for repayment until the close issuance or extension of business on Letters of Credit at any time during the tenth calendar day extended period, LC Issuer shall have consented to the requested Extension, and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the applicable Non-Extending Lender Facility Termination Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments prior to the Original Maturity applicable Non-Extending Lender Facility Termination Date, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the Non-Extended Loans and the borrower and guarantors of the Extended Commitments shall be the same as the Borrower and Guarantors with respect to the Non-Extended Loans, (iv) the interest rate margin and fees applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by Borrower and the Extending Lenders, (v) borrowing and prepayment of Extended Loans, or reductions of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the Non-Extended Loans or Non-Extended Commitments within the same Facility (other than upon the maturity of the Non-Extended Loans and Non-Extended Commitments) and (vi) the terms of the Extended Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, Borrower, Administrative Agent and each Extending Lender shall execute and deliver to Administrative Agent an Extension Amendment and such other documentation as Administrative Agent shall reasonably specify to evidence the Extension. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Notwithstanding anything to the contrary set forth in Section 8.3, any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments as a new tranche of Revolving Loans and/or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the Extended Loans and the Non-Extended Loans and to provide for the reallocation of Extended Commitments upon the expiration or termination of Non-Extended Commitments), in each case on terms consistent with this section.

Appears in 2 contracts

Samples: Modification Agreement (Tri Pointe Homes, Inc.), Credit Agreement (TRI Pointe Group, Inc.)

Extension of Maturity. If so indicated specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the Maturity of this Note may be extended at the option of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years specified on the face hereof or in the pricing supplement attached hereto or delivered herewith (each an "Extension Period") from one to five whole years, up to but not beyond beyond, the date (the "Final Maturity DateMaturity", as ) set forth aboveon the face hereof or in the pricing supplement attached hereto or delivered herewith. The Company may exercise such option by notifying the Trustee of such exercise this Note at least 45 but not more than 60 days prior to the old Stated Maturity Date in effect prior of this Note. If the Company exercises such option, the Trustee will mail to the exercise Holder of such option (the "Original Maturity Date"). No this Note not later than 40 days prior to the Original old Stated Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: prepaid indicating (ai) the election of the Company to extend the Maturity Date of such Note; Stated Maturity, (bii) the new Maturity Date; Stated Maturity, (ciii) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; Period and (div) the provisions, if any, for redemption during the such Extension Period, Period including the date or dates on which which, or the period or periods during which and the price or prices at which such redemption may occur during the Extension Periodextension period. Upon the Trustee's mailing by of the Trustee of an Extension Notice to the holder of a NoteNotice, the Stated Maturity Date of such this Note shall be extended automatically, automatically and, except as modified by the Extension Notice and as described in the next paragraph, such this Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original old Stated Maturity Date for a of this Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, prepaid to the holder Holder of such this Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier for the Extension Periodextension period, whether or not tendered for repayment. If the Company elects to extend extends the Stated Maturity Date of a this Note, the holder of such Note Holder will have the option to elect repayment of such this Note by the Company on the Original old Stated Maturity Date at a price equal to the principal amount thereof hereof, plus any interest accrued interest to such date. In order for a Note to be so repaid obtain repayment on such old Stated Maturity once the Original Company has extended the Stated Maturity Datehereof, the holder thereof Holder must follow the procedures set forth above under "Repayment" below for optional repayment, except that the period for delivery of such this Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to before the Original Maturity Date such old Stated Maturity, and except that a holder who if the Holder has tendered a this Note for repayment pursuant to an Extension Notice Notice, the Holder may, by written notice to the Trustee Trustee, revoke any such tender for repayment until the close of business on the tenth calendar day prior to before the Original Maturity Dateold Stated Maturity.

Appears in 2 contracts

Samples: Global Security Note (Citigroup Capital Xii), Global Security Note (Citigroup Capital Xi)

Extension of Maturity. If so indicated on (a) The Borrower may, by notice to the face Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days and not later than 30 days prior to each anniversary of the NoteEffective Date that occurs prior to the Maturity Date described in clause (a) of the definition thereof, request that each Lender extend the Company has Maturity Date then in effect hereunder (the option “Existing Maturity Date”) for an additional one year from the Existing Maturity Date; provided that the Borrower may only request that Lenders extend the Maturity Date for two additional one year periods after the Maturity Date described in clause (a) of the definition thereof. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Response Date”) that is 10 days after the date of receipt by the Administrative Agent of a request to extend the Maturity Date pursuant to clause (a), advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Note for Response Date)) and any Lender that does not so advise the Administrative Agent on or before the Response Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall be made by such Lender in its sole discretion and shall not obligate any other Lender to so agree. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than the date that is 5 days after the Response Date (or, if such date is not a Business Day, on the next preceding Business Day) (the “Notice Date”). (c) The Borrower shall have the right on or before the Maturity Extension Effective Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more periods institutions (each, an “Additional Lender”) as provided in Section 2.17(b). (d) The extension of the Maturity Date of each Lender that has agreed to extend its Maturity Date and of each Additional Lender to the date falling one or more whole years year after the Existing Maturity Date (or, if such date is not a Business Day, the next preceding Business Day) pursuant to this Section shall be effective on the date that is 5 days after the Notice Date (or, if such date is not a Business Day, on the next preceding Business Day) (the “Maturity Extension Effective Date”), each an "Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement on the Maturity Extension Period"Effective Date and the Commitment of each Non-Extending Lender shall be deemed to be terminated on the Maturity Extension Effective Date; provided that: (i) up the total of the Commitments of the Lenders that have agreed to but not beyond extend their Maturity Date and the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying additional Commitments of the Trustee of such exercise at least 45 but not Additional Lenders shall be more than 60 days 50% of the aggregate amount of the Commitments in effect immediately prior to the Maturity Extension Effective Date; (ii) no Default or Event of Default shall have occurred and be continuing on the Maturity Extension Effective Date and after giving effect to such extension; (iii) the representations and warranties contained in this Agreement are true and correct on and as of the Maturity Extension Effective Date and after giving effect prior to the exercise such extension, as though made on and as of such option date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iv) on or before the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Extension Effective Date, the Trustee will mail Borrower shall have (A) prepaid all Loans of each Non-Extending Lender outstanding on such date (and paid all accrued and unpaid interest on such Loans and all fees and other amounts payable to such Non-Extending Lender hereunder, including any additional amounts required pursuant to Section 2.14) and (B) deposited in the Cash Collateral Account an amount in cash equal to the holder LC Exposure of each Non-Extending Lender as of the Note a notice Maturity Extension Effective Date plus any accrued and unpaid interest thereon, . (the "Extension Notice"e) relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election It is understood that any extension of the Company to extend the Maturity Date pursuant to this Section 2.21 shall not constitute an amendment of such Note; (bthis Agreement. This Section shall supersede any provisions in Section 2.16(b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day prior to the Original Maturity Datecontrary.

Appears in 2 contracts

Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize Group)

Extension of Maturity. If so indicated specified on the face hereof or in the pricing supplement attached hereto or delivered herewith, the Maturity of this Note may be extended at the option of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years specified on the face hereof or in the pricing supplement attached hereto or delivered herewith (each an "Extension Period") from one to five whole years, up to but not beyond beyond, the date (the "Final Maturity DateMaturity", as ) set forth aboveon the face hereof or in the pricing supplement attached hereto or delivered herewith. The Company may exercise such option by notifying the Trustee of such exercise this Note at least 45 but not more than 60 days prior to the old Stated Maturity Date in effect prior of this Note. If the Company exercises such option, the Trustee will mail to the exercise Holder of such option (the "Original Maturity Date"). No this Note not later than 40 days prior to the Original old Stated Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: prepaid indicating (ai) the election of the Company to extend the Maturity Date of such Note; Stated Maturity, (bii) the new Maturity Date; Stated Maturity, (ciii) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; Period and (div) the provisions, if any, for redemption during the such Extension Period, Period including the date or dates on which which, or the period or periods during which which, and the price or prices at which such redemption may occur during the Extension Periodextension period. Upon the Trustee's mailing by of the Trustee of an Extension Notice to the holder of a NoteNotice, the Stated Maturity Date of such this Note shall be extended automatically, automatically and, except as modified by the Extension Notice and as described in the next paragraph, such this Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original old Stated Maturity Date for a of this Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, prepaid to the holder Holder of such this Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, Multiplier for the Extension Periodextension period, whether or not tendered for repayment. If the Company elects to extend extends the Stated Maturity Date of a this Note, the holder of such Note Holder will have the option to elect repayment of such this Note by the Company on the Original old Stated Maturity Date at a price equal to the principal amount thereof hereof, plus any interest accrued interest to such date. In order for a Note to be so repaid obtain repayment on such old Stated Maturity once the Original Company has extended the Stated Maturity Datehereof, the holder thereof Holder must follow the procedures set forth above under "Repayment" below for optional repayment, except that the period for delivery of such this Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to before the Original Maturity Date such old Stated Maturity, and except that a holder who if the Holder has tendered a this Note for repayment pursuant to an Extension Notice Notice, the Holder may, by written notice to the Trustee Trustee, revoke any such tender for repayment until the close of business on the tenth calendar day prior to before the Original Maturity Dateold Stated Maturity.

Appears in 2 contracts

Samples: Global Security Note (Citigroup Capital Xii), Global Security Note (Citigroup Capital Xi)

Extension of Maturity. If so indicated on the face of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Maturity Date in effect prior to the exercise of such option (the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election of the Company to extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice Borrower may, by written notice to the Trustee revoke Administrative Agent from time to time, request an extension (each, an “Extension”) of the Facility Termination Date to the first anniversary of the then applicable Facility Termination Date. Such notice shall (i) set forth the principal amount of the Aggregate Commitment that will be subject to the Extension (which shall be in minimum increments of $25,000,000.00 and a minimum amount of $250,000,000.00), and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) Business Day after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, Administrative Agent and Borrower. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the principal amount of the Aggregate Commitment subject to the Extension Offer as set forth in the Extension notice, then the Commitments of the Lenders which have accepted such Extension Offer shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article V hereof and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension except to the extent any such tender representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (iii) to the extent that such Extension provides for repayment until the close issuance or extension of business on Letters of Credit at any time during the tenth calendar day extended period, LC Issuer shall have consented to the requested Extension, and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the Non-Extending Lender Facility Termination Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments prior to the Original Maturity Non-Extending Lender Facility Termination Date, (iii) the Extended Revolving Loans will rank pari passu in right of payment and with respect to security with the Non-Extended Revolving Loans and the borrower and guarantors of the Extended Commitments shall be the same as the Borrower and Guarantors with respect to the Non-Extended Revolving Loans, (iv) the interest rate margin and fees applicable to any Extended Commitment (and the Extended Revolving Loans thereunder) shall be determined by Borrower and the Extending Lenders, (v) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the Non-Extended Revolving Loans or Non-Extended Commitments (other than upon the maturity of the Non-Extended Revolving Loans and Non-Extended Commitments) and (vi) the terms of the Extended Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, Borrower, Administrative Agent and each Extending Lender shall execute and deliver to Administrative Agent an Extension Amendment and such other documentation as Administrative Agent shall reasonably specify to evidence the Extension. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Notwithstanding anything to the contrary set forth in Section 8.3, any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments as a new tranche of Revolving Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the Extended Revolving Loans and the Non-Extended Revolving Loans and to provide for the reallocation of Extended Commitments upon the expiration or termination of Non-Extended Commitments), in each case on terms consistent with this section.

Appears in 1 contract

Samples: Modification Agreement

Extension of Maturity. If so indicated on the face of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Maturity Date in effect prior to the exercise of such option (the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election of the Company to extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice Borrower may, by written notice to the Trustee revoke Administrative Agent from time to time, request an extension (each, an “Extension”) of the Facility Termination Date to the first anniversary of the then applicable Facility Termination Date. Such notice shall (i) set forth the principal amount of the Aggregate Commitment that will be subject to the Extension (which shall be in minimum increments of $25,000,000.00 and a minimum amount of $250,000,000.00), and (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) Business Day after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)). Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, Administrative Agent and Borrower. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the principal amount of the Aggregate Commitment subject to the Extension Offer as set forth in the Extension notice, then the Commitments of the Lenders which have accepted such Extension Offer shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article V hereof and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension except to the extent any such tender representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (iii) to the extent NAI-0000000000v5 10 that such Extension provides for repayment until the close issuance or extension of business on Letters of Credit at any time during the tenth calendar day extended period, LC Issuer shall have consented to the requested Extension, and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the Non-Extending Lender Facility Termination Date, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments prior to the Original Maturity Non-Extending Lender Facility Termination Date, (iii) the Extended Revolving Loans will rank pari passu in right of payment and with respect to security with the Non-Extended Revolving Loans and the borrower and guarantors of the Extended Commitments shall be the same as the Borrower and Guarantors with respect to the Non-Extended Revolving Loans, (iv) the interest rate margin and fees applicable to any Extended Commitment (and the Extended Revolving Loans thereunder) shall be determined by Borrower and the Extending Lenders, (v) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Commitments, and participation in Letters of Credit, shall be on a pro rata basis with the Non-Extended Revolving Loans or Non-Extended Commitments (other than upon the maturity of the Non-Extended Revolving Loans and Non-Extended Commitments) and (vi) the terms of the Extended Commitments shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, Borrower, Administrative Agent and each Extending Lender shall execute and deliver to Administrative Agent an Extension Amendment and such other documentation as Administrative Agent shall reasonably specify to evidence the Extension. Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Notwithstanding anything to the contrary set forth in Section 8.3, any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to implement the terms of any such Extension, including any amendments necessary to establish Extended Commitments as a new tranche of Revolving Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of Administrative Agent and Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the Extended Revolving Loans and the Non-Extended Revolving Loans and to provide for the reallocation of Extended Commitments upon the expiration or termination of Non-Extended Commitments), in each case on terms consistent with this section.

Appears in 1 contract

Samples: Modification Agreement (TRI Pointe Group, Inc.)

Extension of Maturity. If so indicated (a) Borrower may, by delivery of a Maturity Date Extension Request to Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then existing Maturity Date for the applicable class of Commitments and/or Loans hereunder to be extended (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance with this Section 2.26. Each Maturity Date Extension Request shall (i) specify the applicable class of Commitments and/or Loans hereunder to be extended, (ii) specify the date to which the applicable Maturity Date is sought to be extended, (iii) specify the changes, if any, to the Applicable Margin and/or the Applicable Revolving Commitment Fee Percentage to be applied in determining the interest payable on the face Loans of, and fees payable hereunder to, Extension Consenting Lenders (as defined below) in respect of that portion of their Commitments and/or Loans extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date) and (iv) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to the provisos to Section 10.5(b) shall become effective prior to the then Existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date Extension Request shall have been delivered by Borrower, each Lender shall have the right to agree to the extension of the NoteExisting Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Maturity Date Extension Request being referred to herein as an “Extension Consenting Lender” and each Lender not agreeing thereto being referred to herein as an “Extension Declining Lender”), which right may be exercised by written notice thereof, specifying the Company has maximum amount of the option Commitment and/or Loans of such Lender with respect to which such Lender agrees to the extension of the Maturity Date, delivered to Borrower (with a copy to Administrative Agent) not later than a day to be agreed upon by Borrower and Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by Borrower (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be an Extension Declining Lender). If a Lender elects to extend only a portion of its then existing Commitment and/or Loans, it will be deemed for purposes hereof to be an Extension Consenting Lender in respect of such extended portion and an Extension Declining Lender in respect of the remaining portion of its Commitment and/or Loans, and the aggregate principal amount of each Type of Loans of the applicable class of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Extension Consenting Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments and/or Loans held by them, then, subject to paragraph (d) of this Section 2.26, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension Effective Date”), (i) the Existing Maturity Date of the Note for one or more periods applicable Commitments and/or Loans shall, as to the Extension Consenting Lenders, be extended to such date as shall be specified therein, (ii) the terms and conditions of one or more whole years the applicable Commitments and/or Loans of the Extension Consenting Lenders (each an "Extension Period"including interest and fees (including Letter of Credit fees) up to but not beyond the "Final Maturity Date", payable in respect thereof) shall be modified as set forth above. The Company may exercise in the Maturity Date Extension Request and (iii) such option by notifying other modifications and amendments hereto specified in the Trustee Maturity Date Extension Request shall (subject to any required approvals (including those of such exercise the Requisite Lenders) having been obtained) become effective. (b) Notwithstanding the foregoing, Borrower shall have the right, in accordance with the provisions of Sections 2.23 and 10.6, at least 45 but not more than 60 days any time prior to the Existing Maturity Date, to replace an Extension Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Commitment and/or Loans subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute an Extension Consenting Lender in effect respect of the Commitment and/or Loans assigned to and assumed by it on and after the effective time of such replacement. (c) If a Maturity Date Extension Request has become effective hereunder: (i) not later than the fifth Business Day prior to the exercise Existing Maturity Date, Borrower shall make prepayments of Revolving Loans and shall provide Cash Collateral in respect of Letters of Credit in the manner set forth in Section 2.4(i), such that, after giving effect to such prepayments and such provision of Cash Collateral, the Total Utilization of Revolving Commitments as of such option date will not exceed the aggregate Revolving Commitments of the Extension Consenting Lenders extended pursuant to this Section 2.26 (and Borrower shall not be permitted thereafter to request any Revolving Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the "Original Maturity Date"Total Utilization of Revolving Commitments would exceed the aggregate amount of the Revolving Commitments so extended). No later than 40 days prior to ; and (ii) on the Original Existing Maturity Date, the Trustee will mail Revolving Commitment of each Extension Declining Lender shall, to the holder extent not assumed, assigned or transferred as provided in paragraph (b) of this Section 2.26, terminate, and Borrower shall repay all the Note a notice (Revolving Loans of each Extension Declining Lender, to the "Extension Notice") relating extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Extension PeriodDeclining Lender hereunder, first classit being understood and agreed that, postage prepaid, setting forth: (a) the election subject to satisfaction of the Company to extend conditions set forth in Section 3.2, such repayments may be funded with the Maturity Date proceeds of new borrowings of Revolving Loans made simultaneously with such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to repayments by the Extension Period orConsenting Lenders, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to which such borrowings shall be made ratably by the Extension Period; and Consenting Lenders in accordance with their extended Revolving Commitments. (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original no Maturity Date for a NoteExtension Request shall become effective hereunder unless, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in on the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Effective Date, the holder thereof must follow the procedures conditions set forth above in Section 3.2 shall be satisfied (with all references in such Section 3.2 to a Credit Extension being deemed to be references to such Maturity Date Extension Request and all references in such Section 3.2 to the Credit Date being deemed to be references to the Extension Effective Date) and Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer. (e) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with the express terms of this Section 2.26, or any amendment or modification of the terms and conditions of the Commitments and the Loans of the Extension Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate Section 2.13(b), Section 2.17 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under "Repayment" for optional repaymentSection 10.5. (f) Borrower, except Administrative Agent and the Extension Consenting Lenders may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the period for delivery provisions of this Section 2.26. (g) Each Extension Consenting Lender shall receive an extension fee, payable upon the applicable Extension Effective Date, equal to 0.25% (or such lesser percentage as agreed by the Borrower and such Extension Consenting Lender) of the aggregate amount of Commitments of such Note or notification to Extension Consenting Lender the Trustee shall maturity date of which will be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an extended on such Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day prior to the Original Maturity Effective Date.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)

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Extension of Maturity. If so indicated on (a) Borrower shall have the face of the Note, the Company has the option right to extend the Maturity Date for a period of one (1) year, to December 1, 2011 (the “First Extension Term”), upon satisfaction of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Maturity Date in effect prior to the exercise of such option (the "Original Maturity Date"). No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forthfollowing conditions: (ai) the Borrower shall give notice to Administrative Agent of Borrower’s election of the Company to so extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not no later than 20 thirty (30) days prior to the original Maturity Date for a Noteand no earlier than ninety (90) days prior to the original Maturity Date, (ii) no Default or Event of Default exists at either the Company maytime Borrowers gives notice of its exercise of such extension option or as of the original Maturity Date, at its (iii) with Borrower’s notice exercising such extension option, revoke Borrower shall pay to BofA the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, extension fee required pursuant to the holder of such Note. Such notice Supplemental Fee Letter, which fee shall be irrevocable. All Notes earned by BofA upon receipt and (iv) without limiting the generality of the foregoing, Borrower shall be in compliance with respect to which Section 6.06. (b) Provided that Borrower has extended the Maturity Date is extended will bear such higher interest ratein accordance with the terms of Section 2.16(a), in Borrowers shall have the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects right to further extend the Maturity Date for an additional period of a Noteone (1) year, to December 1, 2012 (the holder “Second Extension Term”), upon satisfaction of such Note will have the option following conditions: (i) Borrower shall give notice to elect repayment Administrative Agent of such Note by Borrower’s election to so extend the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more no later than 35 thirty (30) days prior to the Original Maturity Date as extended by the First Extension Term and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day no earlier than ninety (90) days prior to the Original Maturity Date as extended by the First Extension Term, (ii) no Default or Event of Default exists at either the time Borrowers give notice of its exercise of such extension option or as of the Maturity Date, as extended by the First Extension Term, (iii) with Borrower’s notice exercising such extension option, Borrower shall pay to BofA the extension fee required pursuant to the Supplemental Fee Letter, which fee shall be earned by BofA upon receipt and (iv) without limiting the generality of the foregoing, Borrower shall be in compliance with Section 6.06.

Appears in 1 contract

Samples: Revolving Loan Agreement (Acadia Realty Trust)

Extension of Maturity. If so indicated specified on the face hereof or in an addendum hereto, the Maturity of this Note may be extended at the option of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years specified on the face hereof or in the pricing supplement attached hereto or delivered herewith (each an "Extension Period") from one to five, up to but not beyond the date (the "Final Maturity DateMaturity", as ) set forth aboveon the face hereof or in an addendum hereto. The Company may exercise such option by notifying the Trustee of such exercise for this Note at least 45 but not more than 60 days prior to the old Stated Maturity Date in effect prior of this Note. If the Company exercises such option, the Trustee will mail to the exercise Holder of such option (the "Original Maturity Date"). No this Note not later than 40 days prior to the Original old Stated Maturity Date, the Trustee will mail to the holder of the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: prepaid indicating (ai) the election of the Company to extend the Maturity Date of such Note; Stated Maturity, (bii) the new Maturity Date; Stated Maturity, (ciii) in the case of a Fixed Interest Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (div) the provisions, if any, for redemption during the such Extension Period, Period including the date or dates on which which, or the period or periods during which which, and the price or prices at which such redemption may occur during the Extension Periodextension period. Upon the Trustee's mailing by of the Trustee of an Extension Notice to the holder of a NoteNotice, the Stated Maturity Date of such this Note shall be extended automatically, automatically and, except as modified by the Extension Notice and as described in the next paragraph, such this Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original old Stated Maturity Date for a of this Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Interest Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Interest Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may beInterest Rate, first class, postage prepaid, prepaid to the holder Holder of such this Note. Such notice shall be irrevocable. All Notes with respect to which the Stated Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Interest Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Periodextension period, whether or not tendered for repayment. If the Company elects to extend extends the Stated Maturity Date of a this Note, the holder of such Note Holder will have the option to elect repayment of such this Note by the Company on the Original old Stated Maturity Date at a price equal to the principal amount thereof hereof, plus any interest accrued interest to such date. In order for a Note to be so repaid obtain repayment on such old Stated Maturity once the Original Company has extended the Stated Maturity Datehereof, the holder thereof Holder must follow the procedures set forth above under "Repayment" below for optional repayment, except that the period for delivery of such this Note or notification to the Trustee shall be at least 25 but not more than 35 days prior to before the Original Maturity Date old Stated Maturity, and except that a holder who if the Holder has tendered a this Note for repayment pursuant to an Extension Notice Notice, the Holder may, by written notice to the Trustee Trustee, revoke any such tender for repayment until the close of business on the tenth calendar day prior to before the Original Maturity Dateold Stated Maturity.

Appears in 1 contract

Samples: First Supplemental Indenture (Occidental Petroleum Corp /De/)

Extension of Maturity. If so indicated on specified in the face applicable Supplemental Agreement for an issue of the NoteMedium-Term Notes, the Company has Xxxxxx Mac may have the option to extend the Maturity Date of the Note such Medium-Term Notes for one or more whole year periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as Date set forth abovein the Supplemental Agreement. In the case of such an extension, the Supplemental Agreement also shall specify the basis or formula, if any, for determining the interest rate or Spread and/or Spread Multiplier applicable to such Extension Period. The Company Supplemental Agreement also shall specify any special U.S. federal income tax consideration that would be applicable to such extension. Xxxxxx Mac may exercise such option with respect to a Medium-Term Note by notifying the Trustee Holder in the manner provided in Section 6.05 of such exercise at least 45 but not more than 60 calendar days prior to the Maturity Date of the Medium-Term Note in effect prior to the exercise of such option (option, unless the "Original Maturity Date")Supplemental Agreement specifies a different notice period. No later than 40 days prior to the Original Maturity Date, the Trustee will mail to the holder of the Note a Such notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting shall set forth: (a) the election of the Company Xxxxxx Mac to extend the Maturity Date of such Medium-Term Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Medium-Term Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Medium-Term Note, the Spread or and/or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date Optional Redemption Date or dates on which Dates or the period Optional Redemption Period or periods during which Periods and the price prices or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice such notice to the holder of a NoteHolder, the Maturity Date of such Medium-Term Note shall be extended automatically, automatically as set forth in the notice of extension and, except as modified by the Extension Notice notice and as described in the next paragraph, such Medium-Term Note will shall have the same terms as prior to the mailing of such Extension Noticenotice. Notwithstanding the foregoing, not later than 20 days prior to the original Maturity Date for a Medium-Term Note, the Company Xxxxxx Mac may, at its option, revoke the interest rate, in the case of a Fixed Rate Medium-Term Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Medium-Term Note, provided for in the Extension Notice extension notice and establish a higher interest rate, in the case of a Fixed Rate Note, Medium-Term Note or a higher Spread or greater Spread Multiplier, in the case of a Floating Rate Medium-Term Note, for the Extension Period by causing mailing to the Trustee to mail Holder notice of such higher new interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice shall be irrevocable. All Medium-Term Notes with respect to which the Maturity Date is extended will shall bear such higher interest rate, in the case of a Fixed Rate Note, Medium-Term Note or higher Spread or greater Spread Multiplier, in the case of a Floating Rate Medium-Term Note, for the Extension Period, whether or not tendered for repayment. If the Company Xxxxxx Mac elects to extend the Maturity Date of a Medium-Term Note, the holder Holder of such Note will may, if provided for in the applicable Supplemental Agreement, have the option to elect repayment redemption of such Note by the Company Xxxxxx Mac on the Original original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Medium-Term Note to be so repaid redeemed on the Original original Maturity Date, the holder thereof Holder must follow the procedures set forth above under "Repayment" for optional repaymentin subsection (a) of this Section 2.05, except that the period for delivery of such Medium-Term Note or notification to the Trustee Xxxxxx Mac shall be at least 25 but not more than 35 calendar days prior to the Original original Maturity Date and except that a holder Holder who has tendered a Medium-Term Note for repayment redemption pursuant to an Extension Notice extension notice may, by written notice to Xxxxxx Mac in the Trustee manner specified in Section 6.05, revoke any such tender for repayment redemption until the close of business on the tenth calendar fifth day prior to the Original original Maturity Date.

Appears in 1 contract

Samples: Master Terms Agreement (Federal Agricultural Mortgage Corp)

Extension of Maturity. If so indicated on (a) Not earlier than 30 days prior to the face first anniversary of the NoteEffective Date, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying the Trustee of such exercise at least 45 but not more nor later than 60 30 days prior to the Maturity Date Date, the Borrower may (but in effect prior no event (i) on more than two (2) occasions after the Effective Date, or (ii) more frequently than once in any period of twelve consecutive calendar months), upon notice to the exercise Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date. Within 20 days of delivery of such option notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (the "Original Maturity Date"which consent may be given or withheld in such Lender’s sole and absolute discretion). No later than 40 days prior Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Original Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended if the Majority Lenders have consented thereto (such Lenders that consent to such extension, the “Consenting Lenders”). If so extended, the Maturity Date, the Trustee will mail as to the holder of Consenting Lenders, shall be extended to the Note a notice (the "Extension Notice") relating to such Extension Period, first class, postage prepaid, setting forth: (a) the election of the Company to extend date which is one year after the Maturity Date then in effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.24(c)(iii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such Note; (b) extension and the new Maturity Extension Effective Date; . (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 20 days prior to the original extension of the Maturity Date for a Note, the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee pursuant to mail notice of such higher interest rate or higher Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the holder of such Note. Such notice this Section 2.24 shall not be irrevocable. All Notes effective with respect to any Lender unless: (i) on and as of the Extension Effective Date, no event has occurred and is continuing or would result from such extension which constitutes an Event of Default or a Default; (ii) both before and after giving effect to such extension, the representations and warranties contained in this Agreement are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the Extension Effective Date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, and except that for purposes of this Section 2.24, the representations and warranties contained in Section 3.01(f) shall be deemed to refer to the most recent statements furnished pursuant to Sections 4.01(a) and (b)); and (iii) the Borrower shall have delivered to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section 2.24 has been duly authorized by all necessary corporate action and (B) a certificate signed by a responsible officer of the Borrower dated as of the Extension Effective Date certifying as to the matters set forth in clauses (i) and (ii) above. (d) If any Lender does not consent to the extension of the Maturity Date is extended will bear as provided in this Section 2.24 (a “Declining Lender”), the Borrower shall have the right to replace such higher interest rate, Lender in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend accordance with Section 10.13(b). (e) The Borrower shall pay any Loans outstanding on the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for delivery of such Note or notification to the Trustee shall be at least 25 but not more than 35 days (prior to the Original Maturity Date giving effect to any extension) as to any Declining Lenders, and except that a holder who has tendered a Note for repayment pay any additional amounts required pursuant to an Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day prior to the Original Maturity DateSection 2.21 in connection therewith.

Appears in 1 contract

Samples: Revolving Credit Agreement (Western Midstream Partners, LP)

Extension of Maturity. If so indicated on the face of the Note, the Company has the option to extend the Maturity Date of the Note for one or more periods of one or more whole years (each an "Extension Period") up to but not beyond the "Final Maturity Date", as set forth above. The Company may exercise such option by notifying irrevocably extend the maturity date of the Securities for two additional successive five-year terms to December 10, 2018 and December 10, 2023, respectively, if the following conditions are satisfied as of the date the Company delivers to the Trustee the Officer’s Certificate described below: (1) during the twelve month period ending on the last day of such exercise the fiscal quarter ending at least 45 but not more than 60 days prior to the Maturity Date in effect prior date such Officer’s Certificate is furnished to the exercise Trustee, the ratio of Net Debt to Adjusted EBITDA is less than 5.00 to 1.00; (2) no Event of Default (including certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary) has occurred and is continuing with respect to the Securities; (3) no Event of Default has occurred and is continuing with respect to any other Indebtedness of the Company, or could occur as a result of such option extension, including under any Designated Senior Indebtedness; and (4) there is no interest due but unpaid on the "Original Maturity Date")Securities or any other Indebtedness of the Company, other than trade payables in an immaterial amount. No later If the Company determines to extend the maturity of the Securities, the Company, or the Trustee at the Company’s direction, shall mail a notice of such extension, which notice shall include the new maturity date, by first-class mail to each Holder at such Holder’s registered address, at least 30 and not more than 40 200 days prior to the Original Maturity Dateprevious maturity date; provided that in each such case, the Trustee will mail Company shall deliver to the holder of the Note a notice (the "Extension Notice") relating to such Extension PeriodTrustee, first class, postage prepaid, setting forth: (a) the election of the Company to extend the Maturity Date of such Note; (b) the new Maturity Date; (c) in the case of a Fixed Rate Note, the interest rate applicable to the Extension Period or, in the case of a Floating Rate Note, the Spread or Spread Multiplier applicable to the Extension Period; at least 10 and (d) the provisions, if any, for redemption during the Extension Period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Trustee of an Extension Notice to the holder of a Note, the Maturity Date of such Note shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, such Note will have the same terms as prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later more than 20 15 days prior to the original Maturity Date proposed date for a Notegiving such notice, an Officer’s Certificate requesting that the Trustee give such notice (or informing the Trustee that the Company may, at its option, revoke the interest rate, in the case of a Fixed Rate Note, or the Spread or Spread Multiplier, in the case of a Floating Rate Note, provided for in the Extension Notice and establish a higher interest rate, in the case of a Fixed Rate Note, or a higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period by causing the Trustee to mail notice of is giving such higher interest rate or higher Spread or Spread Multipliernotice, as applicable) and setting forth the case may be, first class, postage prepaid, to information required above. The extension of the holder maturity date of such Note. Such notice the Securities shall be irrevocable. All Notes with respect to which the Maturity Date is extended will bear such higher interest rate, in the case of a Fixed Rate Note, or higher Spread or Spread Multiplier, in the case of a Floating Rate Note, for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the Maturity Date of a Note, the holder of such Note will have the option to elect repayment of such Note by the Company on the Original Maturity Date at a price equal to the principal amount thereof plus any accrued interest to such date. In order for a Note to be so repaid on the Original Maturity Date, the holder thereof must follow the procedures set forth above under "Repayment" for optional repayment, except that the period for become effective automatically upon delivery of such Note or notification Officer’s Certificate to the Trustee shall and, once effective, may not be at least 25 but not more than 35 days prior to the Original Maturity Date and except that a holder who has tendered a Note for repayment pursuant to an Extension Notice may, by written notice to the Trustee revoke any such tender for repayment until the close of business on the tenth calendar day prior to the Original Maturity Daterevoked.

Appears in 1 contract

Samples: Supplemental Indenture (Centerplate, Inc.)

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