Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior to and not later than 45 days prior to the Revolving Commitment Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such Revolving Commitment Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, notify the Borrower and the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such Extension Request shall be approved if the Required Lenders shall approve in writing the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date.
Appears in 1 contract
Samples: Canadian Credit Agreement (Burlington Resources Inc)
Extension of Revolving Commitment Termination Date. (a) Not earlier At least ninety (90) days but no more than 65 one hundred twenty (120) days prior to and not later than 45 days prior the then effective Revolving Commitment Termination Date, the Borrower, by delivering a written request to the Administrative Agent (such request being irrevocable), may request that the Revolving Commitment Termination Date then in effect, provided that no Event be extended for an additional one-year period. Upon receipt of Default shall have occurred and be continuingsuch notice, the Borrower may Administrative Agent shall promptly communicate such request an extension of to the Lenders in writing.
(b) No later than sixty (60) days prior to the then effective Revolving Commitment Termination Date, each Lender shall indicate to the Administrative Agent whether the Borrower's request to so extend such Revolving Commitment Termination Date is acceptable to such Lender, it being understood that the determination by submitting each Lender will be in its sole and absolute discretion and that if any Lender shall fail to the so respond within such period such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent an Extension Request containing shall notify the information Borrower promptly upon its receipt thereof, in respect writing, of each Lender's decision.
(c) If less than all of the Lenders consent to any such extension specified in Exhibit Grequest pursuant to this Section 2.23, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, so notify the Borrower and the Administrative Agent of its consent to extend or its refusal Lenders that consented to extend the Revolving Commitment Termination Date as requested (each a "Consenting Lender"), and each Consenting Lender may, in such Extension Request. Any such Extension Request shall be approved if its sole discretion, give written notice to the Required Lenders shall approve in writing Administrative Agent not later than 15 days prior to the effective date of the extension of the Revolving Commitment Termination Date requested of the amount of any other Lender's (each a "Non-Consenting Lender") Revolving Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Consenting Lenders, such Revolving Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such Extension Requestamounts as are agreed between the Borrower and the Administrative Agent. The If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Consenting Lenders, the Borrower may request arrange for one or more Consenting Lenders or other Eligible Assignees (an "Assuming Lender") to assume, effective as of the effective date of the extension of the Revolving Commitment Termination Date, any Non-Consenting Lender's Revolving Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no more event be less than ten extensions $1,000,000, unless the amount of the Revolving Commitment of such Non-Consenting Lender is less than $1,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.18, 2.19, 2.20 and 10.3 shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to the effective date of the extension of the Revolving Commitment Termination Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in form and substance satisfactory to the Borrower and the Administrative Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.212.23 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) (ii) and (iii) of the immediately preceding sentence, so each such Consenting Lender or Assuming Lender, as of the effective date of the extension of the Revolving Commitment Termination Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) Subject to the satisfaction of the conditions set forth in clauses (a) through (c) of Section 3.2, in the event that (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders holding at least 70% of the Revolving Commitments have consented to the Borrower's request to extend the Revolving Commitment Termination Date, the Revolving Commitment Termination Date shall be extended for an additional one-year period, except with respect to Revolving Commitments of any Non-Consenting Lender. To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the effective date of such extension, the Revolving Commitments of such Non-Consenting Lender shall not automatically terminate in any event extend beyond whole on the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify prior to such extension without any further notice or other action by the Lenders Borrower, such Lender or any other Person and the Borrower principal amount outstanding under such Non-Consenting Lender's Revolving Commitment, together with accrued and unpaid interest, fees and other amounts due hereunder, shall be due and payable on such date; provided that such Non-Consenting Lender's rights under Sections 2.18, 2.19, 2.20 and 10.3 shall survive the termination date for such Lender as to matters occurring prior to such date. Notwithstanding anything contained in this Section 2.23 to the contrary, in no event shall the Revolving Commitment Termination Date shall be extended beyond the fifth anniversary of the Closing Date. Promptly following the date of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of its consent to extend or its refusal to extend the extension of the Revolving Commitment Termination DateDate in effect immediately prior thereto and shall thereupon record in the register the information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior From time to and not later than time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Revolving Commitment Termination Date then in effect, provided the Borrowers may, by written notice to the Administrative Agent, request that no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such scheduled Revolving Commitment Termination Date then in effect be extended by submitting to one calendar year, effective as of a date selected by the Borrowers (the “Extension Effective Date”); provided, that (i) the Borrower may only make one such request in any calendar year and no more than two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 45 days, but not more than 60 days, after the date such extension request is received by the Administrative Agent an (the “Extension Request containing Date”). Upon receipt of the information in respect of such extension specified in Exhibit Grequest, which the Administrative Agent shall promptly furnish notify each Lender of such request. If a Lender agrees, in its sole discretion, to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, notify the Borrower and the Administrative Agent of its consent to extend or its refusal to so extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such applicable to its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrowers and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrowers of such Extending Lender’s agreement to extend the Revolving Credit Termination Date applicable to such Lender’s Revolving Commitment (and such agreement shall be approved if irrevocable until the Required Lenders shall approve in writing Extension Effective Date). The Revolving Commitment of any Lender that fails to accept or respond to the Borrowers’ request for extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that (a “Declining Lender”) shall be terminated on the Revolving Commitment Termination Date shall not then in effect for such Lender (without regard to any event extend beyond the tenth anniversary of the initial extension by other Lenders) and on such Revolving Commitment Termination Date hereunder. the Borrowers shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement.
(b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the Extension Request Date (or such later date to which the Borrowers and the Administrative Agent shall agree), and such offer shall be irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrowers have so requested to be extended, the Borrowers shall have the right to seek additional Commitments from other Persons. Once the Borrowers have obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Borrowers shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Revolving Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 11.4, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before such Extension Effective Date as may be specified by the Borrowers and agreed to by the respective New Lenders and Extending Lenders, as the Borrower case may be, and the Administrative Agent.
(c) If, but only if, Extending Lenders and New Lenders, as the case may be, have agreed to provide Revolving Commitments in an aggregate amount greater than 50% of any extension the aggregate amount of the Revolving Commitments outstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 3.2 are met, the Revolving Commitment Termination Date pursuant in effect with respect to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination DateCommitments of such Extending Lenders and New Lenders shall be extended by twelve months.
Appears in 1 contract
Samples: Revolving Credit Agreement (Buckeye Partners, L.P.)
Extension of Revolving Commitment Termination Date. The Revolving Commitment Termination Date may be automatically extended for an additional term of one (a1) Not earlier year on each of the first and second anniversary of the Closing Date, if the Borrower shall have given written notice to the Agent in the form of EXHIBIT L attached hereto not less than 65 days prior to and not later than 45 ninety (90) days prior to the Revolving Commitment Termination Date then in effect, that the Borrower desires to extend the Revolving Commitment Termination Date (each such with notice being called a "Request for Extension"). The Agent shall promptly provide each Lender with a copy of each such Request for Extension and confirm each Lender's receipt thereof. Each Lender may elect either to extend or not extend the Revolving Commitment Termination Date with respect to the amount of its Revolving Commitment Percentage in its sole discretion, notwithstanding that no Event of Default exists under this Agreement or the Notes and regardless of the adequacy of the Collateral for the Borrower's performance of its obligations hereunder and thereunder. In the event any Lender elects not to extend the Revolving Commitment Termination Date (a "Withdrawing Lender"), such Withdrawing Lender shall within thirty (30) days of its receipt of a Request for Extension give the Agent written notice of its decision not to extend the Revolving Commitment Termination Date with respect to the amount of its Revolving Commitment Percentage in the Revolving Loan (a "Notice of Non-Extension"). In the event the Agent does not receive a Notice of Non-Extension from a Lender on or before the date which is thirty (30) days, after such Lender's receipt of a Request for Extension, the Agent may conclusively conclude that such Lender has elected to extend the Revolving Commitment Termination Date for an additional one (1) year period. In the event the Agent receives a Notice of Non-Extension from a Withdrawing Lender on or before the date which is thirty (30) days after such Lender's receipt of a Request for Extension, (except as otherwise set forth herein) the Aggregate Revolving Commitment shall from and after such Revolving Termination Date be reduced by the amount of such Lender's Revolving Commitment. In the event the Agent receives Notice of Non-Extension from Withdrawing Lenders which under this Agreement have more than fifty percent (50%) of the Aggregate Revolving Commitment, then the Revolving Commitment Termination Date shall not be extended. The Agent will promptly notify each Lender after receipt of any Notice of Non-Extension. Those Lenders other than the Withdrawing Lenders (the "Remaining Lenders") shall each have the right to purchase the Withdrawing Lender's Revolving Commitment Percentage on a pro-rata basis by giving the Agent written Notice of such Remaining Lender's election to do so, not later than thirty (30) days after receipt of notice from the Agent. In the event the Remaining Lenders elect to purchase less than the Withdrawal Lender's Revolving Commitment Percentage, the Borrower may attempt to locate additional financial institutions which would qualify as Eligible Assignees under this Agreement. To the extent that any Lender's Revolving Commitment Percentage changes which as a result of any election made pursuant to this Section, the Borrower will promptly upon request of Agent execute and deliver to such Lender or Lenders, as the case may be, a Replacement Revolving Credit Note, and such other instruments, agreements or documents as the Agent may than request. In the event the Withdrawing Lender's Revolving Commitment Percentage is not purchased by a remaining Lender or an Eligible Assignee as provided that for herein, the Borrower shall on the Revolving Commitment Termination Date make a payment in an amount sufficient to repay the Withdrawing Lender's share of the Revolving Commitment, which payment shall (notwithstanding the provisions of Section 2.12 of this Agreement) be distributed by the Agent to the Withdrawing Lender, provided at the time of such payment no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such Revolving Commitment Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, notify the Borrower and the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such Extension Request shall be approved if the Required Lenders shall approve in writing the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to continuing under this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination DateAgreement.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior to and not later than 45 days prior to the Revolving Commitment Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower Borrowers may request an extension of such Revolving Commitment Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, notify the Borrower Borrowers and the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such Extension Request shall be approved if the Required Lenders shall approve in writing the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower Borrowers may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower Borrowers of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower Borrowers of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date.
Appears in 1 contract
Samples: Canadian Credit Agreement (Burlington Resources Inc)
Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior to and not later than 45 days prior to the Revolving Commitment Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such Revolving Commitment Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 Not more than 90 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 not less than 60 days prior to the Revolving Commitment Termination Date, notify the Borrower may request in writing that the Lenders extend the Revolving Commitment Termination Date for an additional year (and the Administrative Agent shall promptly give the Lenders notice of its consent any such request). Each Lender shall provide the Administrative Agent, not more than 30 days and not less than 20 days prior to the Revolving Commitment Termination Date, with written notice regarding whether it agrees to extend the Revolving Commitment Termination Date. Each decision by a Lender shall be in its sole discretion and failure by a Lender to give timely written notice hereunder shall be deemed a decision by such Lender not to extend the Revolving Commitment Termination Date. The Administrative Agent shall provide the Borrower, not less than 15 days prior to the Revolving Commitment Termination Date, with written notice of each Lender’s decision. If more than 50% aggregate commitments outstanding at the time of the extension request is extended or its refusal otherwise committed to by the existing Lenders and any new Lenders, then the Revolving Commitment Termination Date shall be extended for an additional year pursuant to a duly executed written amendment to this Credit Agreement.
(ii) If an existing Lender fails to agree to extend the Revolving Commitment Termination Date as requested (a “Declining Lender”), then that Declining Lender’s Revolving Commitment will be terminated on the then existing Revolving Commitment Termination Date.
(iii) The Borrower will have the right to accept Revolving Commitments from new Lenders in such Extension Request. Any such Extension Request shall be approved if an amount, when aggregated among all new Lenders, equal to the Required Lenders shall approve in writing the extension amount of the Revolving Commitment Termination Date requested in Commitments of all Declining Lenders, provided that (A) the minimum commitment of each such Extension Request. The Borrower may request no more than ten extensions pursuant institution equals or exceeds $10,000,000 and (B) such new Lenders shall be reasonably acceptable to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary each of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of and the Arrangers so long as such Person, in its consent to extend or its refusal capacity as a Lender, has agreed to extend the Revolving Commitment Termination DateDate in accordance with the terms of this Section 2.1(g).
(iv) As long as the Revolving Commitment Termination Date is extended in accordance with this Section 2.1(g), then the Borrower shall have the same right to request further extensions on the same terms with respect to new Revolving Commitment Termination Dates thereafter.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier At least 45 days but not more than 65 60 days prior to the first or second Anniversary Date, provided that all of the conditions set forth in Section 3.2(a), (b) and not later than 45 days prior (c) have been met, the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolving Commitment Termination Date in effect at such time by one calendar year from the then scheduled Revolving Commitment Termination Date for no additional fee (other than documentation costs and other than fees approved in effectwriting by the Borrower). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Commitment Termination Date by the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to such Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Revolving Commitment Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.25, the Revolving Commitment Termination Date shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year from the then scheduled Revolving Commitment Termination Date; provided that on each Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least a majority in interest of the Borrower may aggregate Commitments at such time consent in writing to any such request an extension in accordance with subsection (a) of such this Section 2.25, the Revolving Commitment Termination Date by submitting in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.25 and the Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 2.25 on or prior to the Administrative Agent an applicable Extension Request containing the information in respect of such extension specified in Exhibit GDate, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Commitments of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Commitment Termination Date without any further notice or other action by the Administrative Agent of the applicable Extension Request and Borrower, such Lender or any other Person; (ii) such Non-Consenting Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the effective date 30 days of the such extension on, the outstanding Advances, if any, of such Non-Consenting Lender plus any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of such date and all other amounts payable hereunder to such Non-Consenting Lender; and (iii) such Non-Consenting Lender's rights under Sections 2.17, 2.18, 2.19, 10.3 and its obligations under Section 10.5, shall survive the Revolving Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Commitment Termination Date.
(c) If Lenders holding at least 51% of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.25, notify the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender's Commitment, Additional Lenders (each such Additional Lender that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date and each Additional Lender that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.24(b) being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender's Commitment, they shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non-Consenting Lender's Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.17, 2.18, 2.19, 10.3 and its obligations under Section 10.5, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.25 shall have delivered to the Administrative Agent any note or notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to extend any assignments pursuant to subsection (b) of this Section 2.25) consent in writing to a requested extension (whether by execution or its refusal delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to extend such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolving Commitment Termination Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.25, and all references in this Agreement and in the other Loan Documents, if any, to the “Revolving Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Commitment Termination Date as requested in such so extended. Promptly following each Extension Request. Any such Extension Request Date, the Administrative Agent shall be approved if notify the Required Lenders shall approve in writing (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Dateeffect immediately prior thereto.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. By submitting a request for extension to the Administrative Agent (aan "Extension Request") Not earlier than 65 at least 60 days prior to the then-current Revolving Commitment Termination Date, the Borrower may request that the Lenders extend the Facility (and not later than 45 days prior to correspondingly, the Revolving Commitment Termination Date then in effect, provided that no Event and the Facility Maturity Date) for an additional period of Default shall have occurred and be continuing, 364 days beyond the Borrower may request an extension of such then-current Revolving Commitment Termination Date and Facility Maturity Date. The Lenders agree to consider each Extension Request, but no Extension Request shall be approved unless it is agreed to by submitting all of the Lenders. The Administrative Agent shall give the Borrower notice of the Lenders' decision with respect to the Borrower's Extension Request not less than 15 days prior to the then-current Revolving Commitment Termination Date; provided, however, that if the Administrative Agent an fails to notify the Borrower of the Lenders' decision, the Extension Request containing will be deemed not to have been approved. In the information in respect of such extension specified in Exhibit Gevent that the Lenders approve the Extension Request, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Revolving Commitment Termination Date and the Administrative Agent Facility Maturity Date shall each be extended for an additional period of the applicable Extension Request 364 days, and (ii) the date 30 days prior to terms and provisions of this Agreement shall continue in full force and effect, except as may otherwise be agreed in writing by the Revolving Commitment Termination DateBorrower, notify the Borrower Lenders and the Administrative Agent of its Agent. Notwithstanding the foregoing, the Lenders shall not be obligated, and nothing contained in this Agreement shall be construed as obligating the Lenders, to agree or consent to extend or its refusal any extension request, and any determination by the Lenders not to extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such consent to any Extension Request shall be approved if the Required Lenders shall approve in writing the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Datefinal.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier At least 45 days but not more than 65 days prior to the first, second and not later than 45 days prior third Anniversary Date, provided that all of the conditions set forth in Section 3.2(a), (b) and (c) have been met in each case, the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolving Commitment Termination Date in effect at such time by one calendar year from the then scheduled Revolving Commitment Termination Date (and in effectthe case of the first Anniversary Date only, for no additional fee (other than documentation costs and other than fees approved in writing by the Borrower)). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Commitment Termination Date by the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Revolving Commitment Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.24, the Revolving Commitment Termination Date shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year from the then scheduled Revolving Commitment Termination Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least a majority in interest of the Borrower may Aggregate Revolving Commitments at such time consent in writing to any such request an extension in accordance with subsection (a) of such this Section 2.24, the Revolving Commitment Termination Date by submitting in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.24 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.24 on or prior to the Administrative Agent an applicable Extension Request containing the information in respect of such extension specified in Exhibit GDate, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Revolving Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Commitment Termination Date without any further notice or other action by the Administrative Agent of the applicable Extension Request and Borrower, such Lender or any other Person; (ii) such Non-Consenting Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the effective date 30 days of the such extension on, the outstanding Revolving Loans, if any, of such Non-Consenting Lender plus any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of such date and all other amounts payable hereunder to such Non-Consenting Lender; and (iii) such Non-Consenting Lender’s rights under Sections 2.16, 2.17, 2.18 and 10.3 and its obligations under Section 10.5, shall survive the Revolving Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Commitment Termination Date.
(c) If Lenders holding at least 51% of the aggregate Revolving Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.24, notify the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender’s Commitment, Additional Lenders (each such Additional Lender that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date and each Additional Lender that accepts an offer to participate in a requested Revolving Commitment Increase in accordance with Section 2.21(a) and (b) being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Revolving Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender’s Revolving Commitment, the Borrower shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Revolving Commitments and such Non-Consenting Lender’s Revolving Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Revolving Commitments, provided further however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Revolving Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.16, 2.17, 2.18 and 10.3 and its obligations under Section 10.5, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.24 shall have delivered to the Administrative Agent any note or notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to extend any assignments pursuant to subsection (b) of this Section 2.24) consent in writing to the requested extension (whether by execution or its refusal delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to extend such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolving Commitment Termination Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.24, and all references in this Agreement and in the other Loan Documents, if any, to the “Revolving Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Commitment Termination Date as requested in such so extended. Promptly following each Extension Request. Any such Extension Request Date, the Administrative Agent shall be approved if notify the Required Lenders shall approve in writing (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Dateeffect immediately prior thereto.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier At least 45 days but not more than 65 60 days prior to and not later than 45 days prior any Anniversary Date, the Borrowers, by written notice to the Administrative Agent, may request an extension of the Revolving Commitment Termination Date in effect at such time by one calendar year from the then scheduled Revolving Commitment Termination Date. The Administrative Agent shall promptly notify each Lender and the Canadian Funding Agent of such request, and each Lender shall in effectturn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrowers and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrowers in writing of its consent to any such request for extension of the Revolving Commitment Termination Date by the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrowers not later than the 20th day prior to such Anniversary Date of the decision of the Lenders regarding the Borrowers’ request for an extension of the Revolving Commitment Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 4.17, the Revolving Commitment Termination Date shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year from the then scheduled Revolving Commitment Termination Date; provided that on each Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least a majority in interest of the Borrower may aggregate Commitments at such time consent in writing to any such request an extension in accordance with subsection (a) of such this Section 4.17, the Revolving Commitment Termination Date by submitting in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 4.17 and the Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 4.17 on or prior to the Administrative Agent an applicable Extension Request containing the information in respect of such extension specified in Exhibit GDate, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Commitments of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Commitment Termination Date without any further notice or other action by the Administrative Agent of the applicable Extension Request and Borrowers, such Lender or any other Person; (ii) such Non-Consenting Lender shall have received from the applicable Borrower the aggregate principal amount of, and any interest accrued and unpaid to the effective date 30 days of the such extension on, the outstanding Advances, if any, of such Non-Consenting Lender plus any accrued but unpaid facility fees owing to such Non-Consenting Lender as of such date and (iii) such Non-Consenting Lender’s rights under Sections 4.12, 4.15, 11.3 and its obligations under Section 11.5, shall survive the Revolving Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrowers for any requested extension of the Revolving Commitment Termination Date.
(c) If Lenders holding at least 51% of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 4.17, notify the Borrowers may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender’s Commitment, other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 4.18(c) being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrowers make an offer to any Consenting Lender to assume any Non-Consenting Lender’s Commitment, they shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non-Consenting Lender’s Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.12, 4.15, 11.3 and its obligations under Section 11.5, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrowers and the Administrative Agent or the Canadian Funding Agent, as applicable, an assumption agreement, in form and substance satisfactory to the Borrowers and the Administrative Agent with respect to any assumption under the U.S. Facility and the Canadian Funding Agent with respect to any assumption under the Canadian Facility (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Consenting Lender, applicable Borrower and the Administrative Agent or the Canadian Funding Agent, as applicable, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the applicable Borrower and the Administrative Agent or the Canadian Funding Agent, as applicable, as to the increase in the amount of its Commitment, (C) each Non-Consenting Lender being replaced pursuant to this Section 4.17 shall have delivered to the Administrative Agent or the Canadian Funding Agent, as applicable any Note or Notes held by such Non-Consenting Lender and (D) the applicable Borrower shall have delivered to the Administrative Agent or the Canadian Funding Agent, as the case may be, a new Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to extend any assignments pursuant to subsection (b) of this Section 4.17) consent in writing to a requested extension (whether by execution or its refusal delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to extend such Extension Date, the Administrative Agent shall so notify the Borrowers, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolving Commitment Termination Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 4.17, and all references in this Agreement and in the other Loan Documents, if any, to the “Revolving Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Commitment Termination Date as requested in such so extended. Promptly following each Extension Request. Any such Extension Request Date, the Administrative Agent shall be approved if notify the Required Lenders shall approve in writing (including, without limitation, each Assuming Lender) and the Canadian Funding Agent of the extension of the scheduled Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Dateeffect immediately prior thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Corn Products International Inc)
Extension of Revolving Commitment Termination Date. (aA) Not earlier than 65 days prior to and not later than 45 days prior The Borrower shall have the option, subject to the terms and conditions set forth in this clause (5), to extend the Initial Revolving Commitment Termination Date then in effectby twelve (12) months to April 14, 2024 (the “Extended Revolving Commitment Termination Date” and such option, the “Extension Option”). In order to exercise the Extension Option, the Borrower must deliver written notice (the “Extension Notice”) to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Initial Revolving Commitment Termination Date (the date of delivery of the Extension Notice, the “Extension Notice Date”); provided that the Borrower shall only be permitted to deliver such Extension Notice, and such Extension Notice shall only be effective, so long as no Event of Default shall have occurred and be continuing as of the Extension Notice Date. The delivery by the Borrower of the Extension Notice to the Administrative Agent for the extension of the Initial Revolving Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Event of Default has occurred that is continuing as of the Extension Notice Date.
(B) The extension of the Initial Revolving Commitment Termination Date to the Extended Revolving Commitment Termination Date shall be subject to the prior (or concurrent) satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (i) on the Extension Notice Date no Event of Default shall have occurred and be continuing, ; (ii) on the Borrower may request an extension of such Initial Revolving Commitment Termination Date by submitting no Potential Default or Event of Default shall have occurred and be continuing or would result from such extension; (iii) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Revolving Lenders (excluding any Defaulting Lender) an Extension Request containing extension fee equal to 0.25% of the information total Revolving Commitments outstanding as of the Initial Revolving Commitment Termination Date (excluding such Defaulting Lender’s portion of the Revolving Commitment to the extent not reallocated to Non-Defaulting Lenders) which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid; (iv) the representations and warranties made by the Borrower Parties in the Loan Documents shall be true and correct in all material respects (except for changes in factual circumstances not prohibited under the Loan Documents and except further that, in the event any exception or disclosure schedule provided to Administrative Agent in connection with such representations and warranties is proposed by Borrower to be updated, any such updates (other than changes in factual circumstances not prohibited under the Loan Documents) shall be non-material and shall be approved by the Administrative Agent in its good faith judgment) on and as of the date when made and on and as of the Initial Revolving Commitment Termination 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); provided however, that any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be true and correct in all respects subject to such qualifiers; (v) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Article 8 as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 7.1; (vi) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by the Administrative Agent and/or the Collateral Agent in connection with such extension; (vii) each Borrower Party shall have reaffirmed that its obligations under the Loan Documents, including the guarantees and grants of security interests and Liens thereunder, as applicable, remain in full force and effect as extended; (viii) the Borrower shall have delivered to the Administrative Agent a Borrowing Base Certificate showing reasonably detailed calculations of the Borrowing Base Amount and the Borrowing Base Value as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 7.1; (ix) solely to the extent required by any Requirements of Law to maintain the enforceability and/or priority of any Mortgage in respect of such extension specified in Exhibit Ga Mortgaged Property, which the Borrower Parties shall have delivered to the Administrative Agent shall promptly furnish (A) an amendment to each Lender. Each Lender shall, such Mortgage extending the Initial Revolving Commitment Termination Date and such other amendments as reasonably required by the later of Administrative Agent, (iB) title insurance endorsements to the date 30 days after its receipt from title policy for such Mortgaged Property insuring that the insured’s Lien continues in full force and effect subject only to Permitted Encumbrances, as reasonably required by Administrative Agent and (C) evidence satisfactory to the Administrative Agent that all premiums in respect of any title insurance endorsements referred to in the applicable Extension Request foregoing clause (B), all charges for additional mortgage recording tax, if any, and all related expenses for such Mortgaged Property, as reasonably determined by the Administrative Agent, have been paid; and (iix) if requested by the date 30 days prior Administrative Agent, an updated Appraisal with respect to the Revolving Commitment Termination Date, notify the Borrower any Borrowing Base Mortgaged Property Asset that has a most recent Appraisal in excess of one year old; provided that such Appraisals shall be provided for informational purposes only and the Administrative Agent of its consent to extend or its refusal values set forth therein shall not impact the Borrower’s right to extend the Initial Revolving Commitment Termination Date as requested set forth above.
(C) The Administrative Agent shall notify each of the Revolving Lenders in such the event that the Borrower delivers an Extension Request. Any such Extension Request shall be approved if Notice as provided in this Section 1.7(5) and upon the Required Lenders shall approve in writing effectiveness of the extension of the Initial Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Extended Revolving Commitment Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Macerich Co)
Extension of Revolving Commitment Termination Date. (a) Not earlier At least 45 days but not more than 65 60 days prior to and not later than 45 days prior any Anniversary Date, the Borrowers, by written notice to the Administrative Agent, may request an extension of the Revolving Commitment Termination Date in effect at such time by one calendar year from the then scheduled Revolving Commitment Termination Date. The Administrative Agent shall promptly notify each Lender and the Canadian Funding Agent of such request, and each Lender shall in effectturn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrowers and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrowers in writing of its consent to any such request for extension of the Revolving Commitment Termination Date by the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrowers not later than the 20th day prior to such Anniversary Date of the decision of the Lenders regarding the Borrowers’ request for an extension of the Revolving Commitment Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 4.17, the Revolving Commitment Termination Date shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year from the then scheduled Revolving Commitment Termination Date; provided that on each Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least a majority in interest of the Borrower may aggregate Commitments at such time consent in writing to any such request an extension in accordance with subsection (a) of such this Section 4.17, the Revolving Commitment Termination Date by submitting in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 4.17 and the Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 4.17 on or prior to the Administrative Agent an applicable Extension Request containing the information in respect of such extension specified in Exhibit GDate, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Commitments of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Commitment Termination Date without any further notice or other action by the Administrative Agent of the applicable Extension Request and Borrowers, such Lender or any other Person; (ii) such Non-Consenting Lender shall have received from the applicable Borrower the aggregate principal amount of, and any interest accrued and unpaid to the effective date 30 days of the such extension on, the outstanding Advances, if any, of such Non-Consenting Lender plus any accrued but unpaid facility fees owing to such Non-Consenting Lender as of such date and all other amounts payable hereunder to such Non-Consenting Lender and (iii) such Non-Consenting Lender’s rights under Sections 4.12, 4.13, 4.15, 11.3 and its obligations under Section 11.5, shall survive the Revolving Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrowers for any requested extension of the Revolving Commitment Termination Date.
(c) If Lenders holding at least 51% of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 4.17, notify the Borrowers may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender’s Commitment, other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 4.18(c) being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrowers make an offer to any Consenting Lender to assume any Non-Consenting Lender’s Commitment, they shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non-Consenting Lender’s Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.12, 4.13, 4.15, 11.3 and its obligations under Section 11.5, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrowers and the Administrative Agent or the Canadian Funding Agent, as applicable, an assumption agreement, in form and substance satisfactory to the Borrowers and the Administrative Agent with respect to any assumption under the U.S. Facility and the Canadian Funding Agent with respect to any assumption under the Canadian Facility (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Consenting Lender, applicable Borrower and the Administrative Agent or the Canadian Funding Agent, as applicable, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the applicable Borrower and the Administrative Agent or the Canadian Funding Agent, as applicable, as to the increase in the amount of its Commitment, (C) each Non-Consenting Lender being replaced pursuant to this Section 4.17 shall have delivered to the Administrative Agent or the Canadian Funding Agent, as applicable any Note or Notes held by such Non-Consenting Lender and (D) the applicable Borrower shall have delivered to the Administrative Agent or the Canadian Funding Agent, as the case may be, a new Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to extend any assignments pursuant to subsection (b) of this Section 4.17) consent in writing to a requested extension (whether by execution or its refusal delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to extend such Extension Date, the Administrative Agent shall so notify the Borrowers, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolving Commitment Termination Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 4.17, and all references in this Agreement and in the other Loan Documents, if any, to the “Revolving Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Commitment Termination Date as requested in such so extended. Promptly following each Extension Request. Any such Extension Request Date, the Administrative Agent shall be approved if notify the Required Lenders shall approve in writing (including, without limitation, each Assuming Lender) and the Canadian Funding Agent of the extension of the scheduled Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Dateeffect immediately prior thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (Corn Products International Inc)
Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior to and not later than 45 days prior to the Revolving Commitment Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrower Borrowers may request an extension of such Revolving Commitment Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, notify the Borrower Borrowers and the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date as requested in such Extension Request. Any such Extension Request shall be approved if the Required Lenders shall approve in writing the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower Borrowers may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower Borrowers of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower Borrowers of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Date.
(b) If any such Extension Request is approved but there are one or more Lenders that do not consent to the Extension Request in writing within the period specified in paragraph (a) above (an "Objecting Lender"), the Borrowers shall be entitled to choose any of the following options prior to the Revolving Commitment Termination Date, provided that if the Borrowers do not make an election prior to such date, the Borrowers shall be deemed to have irrevocably elected to exercise the option in clause (iii)(y) below:
(i) the Borrowers may elect to cause the Commitments and Advances of any Objecting Lender to be transferred or assigned pursuant to Section 2.21(c); and/or
(ii) the Borrowers may elect to voluntarily prepay the Advances, if any, of Objecting Lenders together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.12, 2.13, 2.16 and 9.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable with respect to such Objecting Lenders, and the Commitments of such Objecting Lenders shall be terminated; or
(iii) the Borrowers may elect to revoke and cancel the Extension Request by giving notice of such revocation and cancellation to the Administrative Agent (which shall promptly notify the Lenders thereof) and concurrently therewith shall have the option to (x) voluntarily prepay the Advances, if any, of all Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.06, 2.12, 2.13, 2.16 and 9.04(b) and any accrued and unpaid facility fee or utilization fee or other amounts payable with respect to the Lenders, and the Commitments of all Lenders shall be terminated or (y) have the outstanding Advances continue as term loans repayable in accordance with paragraphs (a), (b), (c) and (d) of Section 2.05 of this Agreement.
(c) If any Lender becomes an Objecting Lender, the Borrowers may, at their own expense and in their sole discretion and prior to the then Revolving Commitment Termination Date, require such Lender to transfer or assign, without recourse (in accordance with Section 8.07), all of its interests, rights and obligations under this Agreement and, if the Borrowers shall so determine in their sole discretion, all or part of its interest, rights and obligations under the U.S. Long-Term Revolving Credit Agreement and/or the U.S. Short-Term Revolving Credit Agreement, as the case may be) to an Eligible Assignee (provided that the Borrowers, with the full cooperation of such Lender, can identify an Eligible Assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (A) the assignee or the applicable Borrower, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Advances made by it hereunder and the "Advances" made by it under, and as defined in, the U.S. Long-Term Revolving Credit Agreement or the U.S. Short-Term Revolving Credit Agreement, as the case may be, and all other amounts owed to it hereunder and thereunder, including any amounts owing pursuant to Section 9.04(b) (or the comparable provision of the U.S. Long-Term Revolving Credit Agreement or the U.S. Short-Term Revolving Credit Agreement, as the case may be) and any amounts that would be owing under such Section (or comparable provision) if such Advances and "Advances" (as so defined) were prepaid on the date of such assignment, and (B) such assignment does not conflict with any law, rule or regulation or order of any governmental authority. Any assignee that becomes a Lender as a result of such an assignment made pursuant to this paragraph (b) shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be an Objecting Lender.
Appears in 1 contract
Samples: Canadian Credit Agreement (Burlington Resources Inc)
Extension of Revolving Commitment Termination Date. (a) Not earlier At least 45 days but not more than 65 60 days prior to the first or second Anniversary Date, provided that all of the conditions set forth in Section 3.2(a), (b) and not later than 45 days prior (c) have been met, the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolving Commitment Termination Date in effect at such time by one calendar year from the then scheduled Revolving Commitment Termination Date for no additional fee (other than documentation costs and other than fees approved in effectwriting by the Borrower). The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Revolving Commitment Termination Date by the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non- Consenting Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to such Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Revolving Commitment Termination Date.
(b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.25, the Revolving Commitment Termination Date shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar year from the then scheduled Revolving Commitment Termination Date; provided that on each Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least a majority in interest of the Borrower may aggregate Commitments at such time consent in writing to any such request an extension in accordance with subsection (a) of such this Section 2.25, the Revolving Commitment Termination Date by submitting in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.25 and the Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 2.25 on or prior to the Administrative Agent an applicable Extension Request containing the information in respect of such extension specified in Exhibit GDate, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from Commitments of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolving Commitment Termination Date without any further notice or other action by the Administrative Agent of the applicable Extension Request and Borrower, such Lender or any other Person; (ii) such Non-Consenting Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the effective date 30 days of the such extension on, the outstanding Advances, if any, of such Non-Consenting Lender plus any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of such date and all other amounts payable hereunder to such Non-Consenting Lender; and (iii) such Non-Consenting Lender's rights under Sections 2.17, 2.18, 2.19, 10.3 and its obligations under Section 10.5, shall survive the Revolving Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Commitment Termination Date.
(c) If Lenders holding at least 51% of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.25, notify the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non- Consenting Lender's Commitment, Additional Lenders (each such Additional Lender that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date and each Additional Lender that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.24(b) being an "Assuming Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non- Consenting Lender's Commitment, they shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non- Consenting Lender's Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non- Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such Non- Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non- Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.17, 2.18, 2.19, 10.3 and its obligations under Section 10.5, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.25 shall have delivered to the Administrative Agent any note or notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) If all of the Lenders (after giving effect to extend any assignments pursuant to subsection (b) of this Section 2.25) consent in writing to a requested extension (whether by execution or its refusal delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to extend such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolving Commitment Termination Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.25, and all references in this Agreement and in the other Loan Documents, if any, to the "Revolving Commitment Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolving Commitment Termination Date as requested in such so extended. Promptly following each Extension Request. Any such Extension Request Date, the Administrative Agent shall be approved if notify the Required Lenders shall approve in writing (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Revolving Commitment Termination Date shall not in any event extend beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Dateeffect immediately prior thereto.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (a) Not earlier At least ninety (90) days but no more than 65 one hundred twenty (120) days prior to and not later than 45 days prior the then effective Revolving Commitment Termination Date, the Borrower, by delivering a written request to the Administrative Agent (such request being irrevocable), may request that the Revolving Commitment Termination Date then in effect, provided that no Event be extended for an additional one-year period. Upon receipt of Default shall have occurred and be continuingsuch notice, the Borrower may Administrative Agent shall promptly communicate such request an extension of to the Lenders in writing.
(b) No later than sixty (60) days prior to the then effective Revolving Commitment Termination Date, each Lender shall indicate to the Administrative Agent whether the Borrower’s request to so extend such Revolving Commitment Termination Date is acceptable to such Lender, it being understood that the determination by submitting each Lender will be in its sole and absolute discretion and that if any Lender shall fail to the so respond within such period such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent an Extension Request containing shall notify the information Borrower promptly upon its receipt thereof, in respect writing, of each Lender’s decision.
(c) If less than all of the Lenders consent to any such extension specified in Exhibit Grequest pursuant to this Section 2.23, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the Revolving Commitment Termination Date, so notify the Borrower and the Administrative Agent of its consent to extend or its refusal Lenders that consented to extend the Revolving Commitment Termination Date as requested (each a “Consenting Lender”), and each Consenting Lender may, in such Extension Request. Any such Extension Request shall be approved if its sole discretion, give written notice to the Required Lenders shall approve in writing Administrative Agent not later than 15 days prior to the effective date of the extension of the Revolving Commitment Termination Date requested of the amount of any other Lender’s (each a “Non-Consenting Lender”) Revolving Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Consenting Lenders, such Revolving Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such Extension Requestamounts as are agreed between the Borrower and the Administrative Agent. The If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Consenting Lenders, the Borrower may request arrange for one or more Consenting Lenders or other Eligible Assignees (an “Assuming Lender”) to assume, effective as of the effective date of the extension of the Revolving Commitment Termination Date, any Non-Consenting Lender’s Revolving Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no more event be less than ten extensions $1,000,000, unless the amount of the Revolving Commitment of such Non-Consenting Lender is less than $1,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further, that:
(i) any such Consenting Lender or Assuming Lender shall have paid to such non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment;
(ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and
(iii) with respect to any such Assuming Lender, the processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further, that such Non-Consenting Lender’s rights under Sections 2.18, 2.19, 2.20 and 10.3 shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to the effective date of the extension of the Revolving Commitment Termination Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in form and substance satisfactory to the Borrower and the Administrative Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.212.23 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) (ii) and (iii) of the immediately preceding sentence, so each such Consenting Lender or Assuming Lender, as of the effective date of the extension of the Revolving Commitment Termination Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.
(d) Subject to the satisfaction of the conditions set forth in clauses (a) through (c) of Section 3.2, in the event that (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders holding at least 70% of the Revolving Commitments have consented to the Borrower’s request to extend the Revolving Commitment Termination Date, the Revolving Commitment Termination Date shall be extended for an additional one-year period, except with respect to Revolving Commitments of any Non-Consenting Lender. To the extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitments of such Lender are not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the effective date of such extension, the Revolving Commitments of such Non-Consenting Lender shall not automatically terminate in whole on the Revolving Commitment Termination Date prior to such extension without any further notice or other action by the Borrower, such Lender or any other Person and the principal amount outstanding under such Non-Consenting Lender’s Revolving Commitment, together with accrued and unpaid interest, fees and other amounts due hereunder, shall be due and payable on such date; provided that such Non-Consenting Lender’s rights under Sections 2.18, 2.19, 2.20 and 10.3 shall survive the termination date for such Lender as to matters occurring prior to such date. Notwithstanding anything contained in this Section 2.23 to the contrary, in no event extend shall the Revolving Commitment Termination Date be extended beyond the tenth anniversary of the initial Revolving Commitment Termination Date hereunderClosing Date. The Administrative Agent shall promptly notify Promptly following the Lenders and the Borrower date of any extension of the Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of its consent to extend or its refusal to extend the extension of the Revolving Commitment Termination DateDate in effect immediately prior thereto and shall thereupon record in the register the information with respect to each such Consenting Lender and each such Assuming Lender.
Appears in 1 contract
Extension of Revolving Commitment Termination Date. (aA) Not earlier than 65 days prior to and not later than 45 days prior to the Revolving Commitment Termination Date then in effect, provided Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower may request an extension of such shall have the option, to be exercised by giving written notice to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Original Revolving Commitment Termination Date, subject to the terms and conditions set forth in this Agreement, to extend the Original Revolving Commitment Termination Date by submitting twelve (12) months to May 2, 2016 (the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to the “Extended Revolving Commitment Termination Date, notify ”). The request by the Borrower for the extension of the Original Revolving Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original Revolving Commitment Termination Date.
(B) The obligations of the Administrative Agent of its consent to extend or its refusal and the Revolving Lenders to extend the Original Revolving Commitment Termination Date as requested provided in such Extension Request. Any such Extension Request Section 1.7(5)(A) shall be approved if subject to the Required Lenders shall approve in writing the extension prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Revolving Commitment Termination Date requested there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Revolving Lenders an extension fee (the “Extension Fee”) equal to one-quarter of one percent (0. 25%) of the total Revolving Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Revolving Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall not be subject to update in any event extend beyond accordance with clause (D) below); (D) the tenth anniversary Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Article 8; (F) the Borrower shall have 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) by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties and Pledge Agreements remain in full force and effect, and continue to guaranty and secure, as applicable, the Obligations under the Loan Documents, as extended.
(C) The Administrative Agent shall notify each of the initial Revolving Lenders in the event that the Borrower requests that the Original Revolving Commitment Termination Date hereunder. The Administrative Agent shall promptly notify the Lenders and the Borrower of any extension of the Revolving Commitment Termination Date pursuant to be extended as provided in this Section 2.21 1.7(5) and shall promptly notify the Borrower of upon any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination Datesuch extension.
Appears in 1 contract
Samples: Joinder Agreement (Macerich Co)
Extension of Revolving Commitment Termination Date. (a) Not earlier than 65 days prior From time to and not later than time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Revolving Commitment Termination Date then in effect, provided the Borrowers may, by written notice to the Administrative Agent, request that no Event of Default shall have occurred and be continuing, the Borrower may request an extension of such scheduled Revolving Commitment Termination Date then in effect be extended by submitting to one calendar year, effective as of a date selected by the Borrowers (the “Extension Effective Date”); provided, that (i) the Borrower may only make one such request in any calendar year and no more than two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 45 days, but not more than 60 days, after the date such extension request is received by the Administrative Agent an (the “Extension Request containing Date”). Upon receipt of the information in respect of such extension specified in Exhibit Grequest, which the Administrative Agent shall promptly furnish notify each Lender of such request. If a Lender agrees, in its sole discretion, to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent of the applicable Extension Request and (ii) the date 30 days prior to so extend the Revolving Commitment Termination DateDate applicable to its Revolving Commitment (an “Extending Lender”), notify it shall deliver to the Borrower Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrowers and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrowers of its consent to extend or its refusal such Extending Lender’s agreement to extend the Revolving Commitment Termination Date as requested in applicable to such Extension Request. Any Lender’s Revolving Commitment (and such Extension Request agreement shall be approved if irrevocable until the Required Lenders shall approve in writing Extension Effective Date). The Revolving Commitment of any Lender that fails to accept or respond to the Borrowers’ request for extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that (a “Declining Lender”) shall be terminated on the Revolving Commitment Termination Date shall not then in effect for such Lender (without regard to any event extend beyond the tenth anniversary of the initial extension by other Lenders) and on such Revolving Commitment Termination Date hereunder. the Borrowers shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement.
(b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than 30 days after the Extension Request Date (or such later date to which the Borrowers and the Administrative Agent shall agree), and such offer shall be irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrowers have so requested to be extended, the Borrowers shall have the right to seek additional Commitments from other Persons. Once the Borrowers have obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Borrowers shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Revolving Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 11.4, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before such Extension Effective Date as may be specified by the Borrowers and agreed to by the respective New Lenders and Extending Lenders, as the Borrower case may be, and the Administrative Agent.
(c) If, but only if, Extending Lenders and New Lenders, as the case may be, have agreed to provide Revolving Commitments in an aggregate amount greater than 50% of any extension the aggregate amount of the Revolving Commitments outstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 3.2 are met, the Revolving Commitment Termination Date pursuant in effect with respect to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Revolving Commitment Termination DateCommitments of such Extending Lenders and New Lenders shall be extended by twelve months.
Appears in 1 contract
Samples: Revolving Credit Agreement (Buckeye Partners, L.P.)
Extension of Revolving Commitment Termination Date. (aA) Not earlier than 65 days prior to and not later than 45 days prior The Borrower shall have the option, subject to the terms and conditions set forth in this clause (5), to extend the Initial Revolving Commitment Termination Date then in effectby twelve (12) months to February 1, provided 2028 (the “Extended Revolving Commitment Termination Date” and such option, the “Extension Option”). In order to exercise the Extension Option, the Borrower must deliver written notice (the “Extension Notice”) to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Initial Revolving Commitment Termination Date (the date of delivery of the Extension Notice to the Administrative Agent, the “Extension Notice Date”), which Extension Notice shall include a certification from the Borrower that no Event of Default shall have has occurred and be continuing, is continuing as of the Borrower may request an Extension Notice Date.
(B) The extension of such the Initial Revolving Commitment Termination Date by submitting to the Extended Revolving Commitment Termination Date shall be subject to the prior (or concurrent) satisfaction of each of the following conditions precedent:
(i) the Borrower shall have paid to the Administrative Agent an Extension Request containing for the information in respect of such extension specified in Exhibit G, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, by the later of (i) the date 30 days after its receipt from the Administrative Agent ratable benefit of the applicable Extension Request Revolving Lenders (excluding any Defaulting Lender) an extension fee equal to 0.25% of the total Revolving Commitments outstanding as of the Initial Revolving Commitment Termination Date (excluding such Defaulting Lender’s portion of the Revolving Commitment to the extent not reallocated to Non-Defaulting Lenders) which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid;
(ii) the date 30 days on or within three (3) Business Days prior to the Initial Revolving Commitment Termination Date, notify the Borrower and shall have delivered to the Administrative Agent a certificate signed by a duly authorized officer of its consent to extend or its refusal to extend the Borrower, dated as of the Initial Revolving Commitment Termination Date (“Extension Certificate”) containing the following:
(a) a certification by the Borrower that, as requested of the Initial Revolving Commitment Termination Date, (x) no Potential Default or Event of Default has occurred and is continuing or would result from such extension, and (y) the representations and warranties made by the Borrower Parties in the Loan Documents are true and correct in all material respects (except for changes in factual circumstances not prohibited under the Loan Documents) on and as of the Initial Revolving Commitment Termination Date (or, if any such Extension Request. Any representation or warranty is expressly stated to have been made as of a specific date, as of such Extension Request specific date); provided however, that any representation or warranty that is qualified as to materiality or Material Adverse Effect or similar language shall be approved if true and correct in all respects subject to such qualifiers;
(b) an acknowledgement, reaffirmation and ratification, on behalf of the Required Lenders Borrower Parties, that all obligations (and prior grants of security interests) of the Borrower Parties under the Loan Documents, as extended, as of the Initial Revolving Commitment Termination Date, remain in full force and effect;
(c) as an attachment thereto, a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Section 8.11 as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have been delivered pursuant to Section 7.1; and
(d) as an attachment thereto, a Borrowing Base Certificate as of the Initial Revolving Commitment Termination Date showing reasonably detailed calculations of the Borrowing Base Amount and the Borrowing Base Values. Xxxxxxxx’s delivery of the Extension Certificate shall approve satisfy the requirements of this clause (ii) unless (x) the certification of the Borrower required pursuant to the immediately preceding clause (a) is made in manifest error, (y) any Borrower Party has actual knowledge on or prior to the Initial Revolving Commitment Termination Date that the certification of the Borrower pursuant to the immediately preceding clause (a) is inaccurate, or (z) the Administrative Agent notifies the Borrower in writing (including email) on or prior to the Initial Revolving Commitment Termination Date that the certification of the Borrower pursuant to the immediately preceding clause (a) is inaccurate (i.e., because either (A) a Potential Default or Event of Default has occurred and is continuing or would result from such extension or (B) the representations and warranties described in clause (ii)(a)(Y) are inaccurate), in which case this clause (ii) shall not be satisfied and the extension of the Revolving Commitment Termination Date requested in such Extension Request. The Borrower may request no more than ten extensions pursuant to this Section 2.21, so that the Initial Revolving Commitment Termination Date shall not be effective.
(iii) to the extent invoiced at least three (3) Business Days prior to the Initial Revolving Commitment Termination Date, the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by the Administrative Agent and/or the Collateral Agent in connection with such extension; and
(iv) (a) solely to the extent required by any event extend beyond Requirements of Law to maintain the tenth anniversary enforceability and/or priority of any Mortgage in respect of a Mortgaged Property, the initial Borrower Parties shall have delivered to the Administrative Agent (I) an amendment to such Mortgage extending the Initial Revolving Commitment Termination Date hereunderand such other amendments as reasonably required by the Administrative Agent, (II) title insurance endorsements to the title policy for such Mortgaged Property insuring that the insured’s Lien continues in full force and effect subject only to Permitted Encumbrances, as reasonably required by Administrative Agent and (III) evidence satisfactory to the Administrative Agent that all premiums in respect of any title insurance endorsements referred to in the foregoing clause (II), all charges for additional mortgage recording tax, if any, and all related expenses for such Mortgaged Property, as reasonably determined by the Administrative Agent, have been paid and (b) solely to the extent requested by the Administrative Agent (or any Lender acting through the Administrative Agent) prior to the Initial Revolving Commitment Termination Date with respect to any Mortgaged Property, the Borrower Parties shall have delivered (or caused to be delivered) to the Administrative Agent the documentation and information required under clause (viii) of the definition of Mortgaged Property Deliverables with respect to such Mortgaged Property. The Administrative Agent shall promptly notify use commercially reasonable efforts to (A) determine whether any of the Lenders items set forth in clause (a) above are required and/or whether it or any Lender will require the items set forth in clause (b) above and (B) if applicable, request such items from the Borrower within 10 Business Days after the Administrative Agent receives the Extension Notice.
(C) The Administrative Agent shall notify each of any the Revolving Lenders in the event that the Borrower delivers an Extension Notice as provided in this Section 1.7(5) and upon the effectiveness of the extension of the Initial Revolving Commitment Termination Date pursuant to this Section 2.21 and shall promptly notify the Borrower of any Lender that has notified the Administrative Agent of its consent to extend or its refusal to extend the Extended Revolving Commitment Termination Date.
(D) If requested by the Administrative Agent in connection with the Borrower’s exercise of the Extension Option, the Borrower Parties shall, at their own expense, promptly deliver to the Administrative Agent an updated Appraisal with respect to any Borrowing Base Mortgaged Property Asset that has a most recent Appraisal in excess of one year old; provided that (i) such Appraisals shall be provided for informational purposes only and the values set forth therein shall not impact the Borrower’s right to extend the Initial Revolving Commitment Termination Date as set forth above (or otherwise) and (ii) the delivery of such Appraisals shall not constitute a condition precedent to the effectiveness of the extension of the Initial Revolving Commitment Termination Date to the Extended Revolving Commitment Termination Date.
Appears in 1 contract
Samples: Credit Agreement (Macerich Co)
