Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.
Appears in 5 contracts
Samples: Credit Agreement (CTO Realty Growth, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.), Credit Agreement (Alpine Income Property Trust, Inc.)
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent No earlier than sixty (which shall promptly deliver a copy to each of the Lenders60) given at least days and no later than thirty (30) days and not more than ninety (90) days prior to each anniversary of the then Closing Date, the Borrower shall have the option to request an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion. Each Lender shall, by notice to the Borrower’s timely delivery Agent given not later than the date (the “Notice Date”) that is 15 days prior to the applicable anniversary of the Closing Date, advise the Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Revolving Credit Termination Date (a “Non-Extending Lender”) shall notify the Agent of such notice fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Agent on or before the Notice Date shall be deemed to Administrative Agent be a Non-Extending Lender. Subject to the Agent’s receipt of written consents to such extension from at least the Required Lenders on or prior to the Notice Date, and provided, that (i) so long as no Default or Event of Unmatured Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each Non-Extending Lender shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of (without giving effect to such extension, ). All Obligations and other amounts payable hereunder to such Non-Extending Lender shall become due and payable by the term Borrower on the previously effective Revolving Credit Termination Date (without giving effect to such extension) and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such extension) unless one or more lenders (including other Lenders) shall have agreed to assume or increase a Commitment hereunder. Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such extension) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right on or before 45 days after the applicable anniversary of the extended termClosing Date to replace each Non-Extending Lender with one or more institutions (each, an “Additional Commitment Lender”) (a) that are existing Lenders (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (b) that are not existing Lenders; provided that any such institution (i) must be acceptable to the Administrative Agent (which approval shall not be unreasonably withheld or delayed), (ii) must meet the requirements set forth in Section 12.3.1 and (iii) must become a Lender for all purposes under this Agreement by execution and delivery of an appropriate joinder agreement in a manner acceptable to the Borrower and the Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp), Credit Agreement (OGE Enogex Partners L.P.)
Extension of Revolving Credit Termination Date. The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) which must be given at least thirty (30) days and not more than ninety (90) days prior to the then Initial Revolving Credit Termination Date (or the “Existing Commitment First Extended Revolving Credit Termination Date”), as applicable, request that Lenders extend the Existing Commitment Initial Revolving Credit Termination Date for one two additional onesix-year periodmonth periods (the first such extended Revolving Credit Termination Date being the “First Extended Revolving Credit Termination Date” and the second such extended Revolving Credit Termination Date being the “Second Extended Revolving Credit Termination Date” and either such extended Revolving Credit Termination Date being an “Extended Revolving Credit Termination Date”). Upon On the Initial Revolving Credit Termination Date, or the First Extended Revolving Credit Termination Date, as applicable, such extension will become effective with respect to all portions of the Revolving Facility for which Lenders have approved such extension (such approval not to be unreasonably withheld, conditioned or delayed), subject to the Borrower’s timely delivery of such notice to the Administrative Agent and providedpayment of the Extension Fee, and provided that on the notice delivery date and on the Initial Revolving Credit Termination Date or the First Extended Revolving Credit Termination Date, as applicable, (i) no Default or Event of Default has shall have occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)be continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty where not already qualified by materiality in which case such representation or warranty shall be true and correct Material Adverse Effect, otherwise in all respects) on the date the notice is delivered and on the then Existing Commitment Initial Revolving Credit Termination Date or First Extended Revolving Credit Termination Date, as applicable, (except for to the extent such representations and warranties that relate to a prior an earlier date, in which shall have been case they are true and correct in all material respects (except in the case of a representation or warranty where not already qualified by materiality in which case such representation or warranty shall be true and correct Material Adverse Effect, otherwise in all respects) as of the applicable date on which they were made such date), and (iviii) the Borrower has paid in immediately available funds the Extension Fee on or prior shall have delivered to the first day Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of any requested extension period, then the Initial Revolving Credit Termination Date shall be extended to or the first anniversary of the then Existing Commitment Termination Date. Should the First Extended Revolving Credit Termination Date be extendedDate, as applicable, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day sum of the extended termaggregate principal amount of Revolving Loans, Swingline Loans and L/C Obligations outstanding shall not exceed the Availability.
Appears in 3 contracts
Samples: Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.), Credit Agreement (Postal Realty Trust, Inc.)
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least No later than thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that no more than two (2) of such one-year extensions shall be permitted hereunder. Upon Any election by a Lender to extend its Commitment will be at such Lender's sole discretion and such Lender's failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent's receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each non-consenting Lender (each a “Non-Extending Lender”) shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender (a) with one or more institutions (each, an “Additional Lender”) (i) that are existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D and (b) on a non-pro rata basis with a Lender (or Eligible Assignee) that is willing to grant the Extension Request, including at a higher or lower Commitment than such Non-Extending Lender's Commitment; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.
Appears in 3 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one-year extensions shall be permitted hereunder, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion and such Lender’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent No earlier than sixty (which shall promptly deliver a copy to each of the Lenders60) given at least days and no later than thirty (30) days and not more than ninety (90) days prior to each anniversary of the then Closing Date, the Borrower shall have the option to request an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period. Upon the Borrower’s timely delivery ; provided that no more than two (2) of such notice one-year extensions shall be permitted hereunder. Any election by a Lender to Administrative Agent extend its Commitment will be at such Lender’s sole discretion. Subject to the Agent’s receipt of written consents to such extension from the Required Lenders, and provided, that (i) so long as no Default or Event of Unmatured Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each non-consenting Lender shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of (without giving effect to such extension, ). All Obligations and other amounts payable hereunder to such non-consenting Lender shall become due and payable by the term Borrower on the previously effective Revolving Credit Termination Date (without giving effect to such extension) and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all non-consenting Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such extension) unless one or more lenders (including other Lenders) shall have agreed to assume or increase a Commitment hereunder. Each non-consenting Lender shall be required to maintain its original Commitment up to the extended termpreviously effective Revolving Credit Termination Date (without giving effect to such extension) that such non-consenting Lender had previously agreed upon.
Appears in 2 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Extension of Revolving Credit Termination Date. (i) The Borrower may, may request an extension of the Revolving Credit Termination Date by notice submitting a request for an extension to the Administrative Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) given at least thirty (30) days and not no more than ninety (90) 45 days prior to the then Revolving Credit Termination Date. The Extension Request must specify the new Revolving Credit Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Existing Commitment Termination Response Date”), request that Lenders extend the Existing Commitment . The new Revolving Credit Termination Date for shall be no more than 364 days after the Revolving Credit Termination Date in effect at the time the Extension Request is received, including the Revolving Credit Termination Date as one additional one-year periodof the days in the calculation of the days elapsed. Upon Promptly upon receipt of an Extension Request, the Borrower’s timely delivery Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent to the Administrative Agent no later than the Response Date, and shall specify therein any conditions to such consent (which may include, without limitation, the receipt by the Administrative Agent of written consents of Lenders holding in the aggregate a minimum percentage of the Aggregate Commitment). The failure of any Lender to deliver its written consent to the Administrative Agent on or before the Response Date shall constitute a rejection of such notice Extension Request by such Lender. Subject to the satisfaction of the conditions set forth in Section 2.20(ii), if the written consent of Lenders holding Commitments equal to at least 50% of the Aggregate Commitment is received by the Administrative Agent on or before the Response Date, the Revolving Credit Termination Date specified in the Extension Request shall become effective on the existing Revolving Credit Termination Date and the Administrative Agent shall promptly notify the Borrower and each Lender of the new Revolving Credit Termination Date.
(ii) In the event that the Borrower requests the Lenders to agree to an extension of the Revolving Credit Termination Date pursuant to Section 2.20(i) and any Lender (a “Non-Extending Lender”) does not agree to such extension, then, subject to Section 2.21(ii), the Commitment of such Non-Extending Lender shall terminate on the effective date (if any) of such extension; provided, that it shall be a condition to any such extension that (i) no Default or Event of Unmatured Default has shall have occurred and is be continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) after giving effect to the termination of the Commitments of all Non-Extending Lenders (and the repayment by the Borrower of the Loans made by the Non-Extending Lenders), the Aggregate Commitment shall equal or exceed the Aggregate Outstanding Credit Exposure. Subject to Section 2.21(ii), the Borrower shall pay to the Administrative Agent, for the account of each Non-Extending Lender, on such effective date (if any), the outstanding principal amount of all Loans made by such Non-Extending Lender, accrued interest thereon, and all other amounts payable to such Non-Extending Lender pursuant to this Agreement and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Dateother Loan Documents. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date Upon its receipt of such extensionpayment, the term Revolving Credit Termination Date such Non-Extending Lender shall mean the last day of the extended termno longer constitute a Lender hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Duquesne Light Holdings Inc), Credit Agreement (Duquesne Light Holdings Inc)
Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) after the First Amendment Effective Date, no more than two (2) of such one-year extensions shall be permitted hereunder, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion and such Lender’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.
Appears in 2 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Extension of Revolving Credit Termination Date. (a) During the period commencing not more than 120 days prior to, and ending not less than 30 days prior to, the then effective Revolving Credit Termination Date, the Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then in its sole discretion, extend such Revolving Credit Termination Date up to two times of up to six months each by delivering to the Administrative Agent on each occasion a written notice (the “Existing Commitment Termination DateExtension Request”), request that Lenders extend which the Existing Commitment Administrative Agent shall distribute promptly to the Lenders, provided that, the Revolving Credit Termination Date, as extended, shall not be later than February 10, 2027.
(b) Each extension of the Revolving Credit Termination Date for one additional one-year period. Upon shall become automatically effective on the Borrower’s timely delivery of such notice to date on which the following conditions have been satisfied:
(i) the Administrative Agent and provided, that shall have received the Extension Request by the time specified in Section 2.6(a) above;
(iii) no Default or Event of Default has shall have occurred and is be continuing either on the date that the Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver (both A) a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default shall have occurred and be continuing on the date the notice is delivered Borrower delivers such Extension Request and (B) on the then Existing Commitment original Revolving Credit Termination Date), a certificate from a Responsible Officer certifying that no Default or Event of Default shall have occurred and be continuing on the original Revolving Credit Termination Date; and
(iiiii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day Administrative Agent, for distribution to each Lender, a one-time fee in an amount equal to 0.0625% of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary Commitment of the then Existing Commitment Termination Date. Should such Lender on such date (or, if the Revolving Credit Termination Date be extendedCommitments have been terminated, the terms and conditions aggregate principal amount of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended termLoans then outstanding).
Appears in 2 contracts
Samples: Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Essential Properties Realty Trust, Inc.)
Extension of Revolving Credit Termination Date. Borrower may, (a) The Borrowers may request an extension of the Revolving Credit Termination Date by notice submitting a request for an extension to Administrative the Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) given at least thirty (30) days and not no more than ninety (90) 60 days prior to the then Revolving Credit Termination Date. The Extension Request must specify the new Revolving Credit Termination Date requested by the Borrowers and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the “Existing Commitment Termination Response Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the The new Revolving Credit Termination Date shall be extended to no more than 364 days (the first anniversary of the then Existing Commitment Termination Date. Should “Extension Period”) after the Revolving Credit Termination Date be extendedin effect at the time the Extension Request is received, including the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day as one of the extended termdays in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date, and the failure of a Lender to deliver its written consent to an Extension Request on or before the Response Date shall be deemed a rejection of the requested extension by such Lender. If the consent of the Required Lenders is received by the Agent, the Revolving Credit Termination Date specified in the Extension Request shall become effective on the existing Revolving Credit Termination Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension) and the Agent shall promptly notify the Borrowers and each Lender of the new Revolving Credit Termination Date. Notwithstanding anything contained in this Agreement to the contrary, (i) subject to the provisions of Section 2.17(b), all Obligations owing to the non-extending Lenders shall be due and payable on the Revolving Credit Termination Date without giving effect to any requested extension and (ii) the Aggregate Commitment as of the commencement of the Extension Period shall be reduced to an amount equal to the sum of the Commitments of the Lenders ultimately granting the Extension Request.
(b) A nonconsenting Lender shall be obligated, at the request of the Borrowers, and subject to the nonconsenting Lender receiving payment in full of (i) the principal amount of all Advances owing to such nonconsenting Lender, and (ii) all accrued interest and fees owing to such nonconsenting Lender and all other amounts owing to such nonconsenting Lender hereunder, to assign without representation, warranty (other than good title to its Advances) or expense to such nonconsenting Lender, at any time prior to the Revolving Credit Termination Date applicable to such nonconsenting Lender, all of its rights (other than rights that would survive the termination of this Agreement pursuant to Section 9.6) and obligations hereunder to one or more banks or other entities (the “Replacement Lenders”) nominated by the Borrowers and willing to take the place of such nonconsenting Lender; provided, that each such Replacement Lender satisfies all the requirements of this Agreement and the Agent shall have consented to such assignment, which consent shall not be unreasonably withheld. Each such Replacement Lender shall be deemed to be a consenting Lender hereunder in replacement of the nonconsenting Lender.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Nationwide Financial Services Inc/), 364 Day Credit Agreement (Nationwide Financial Services Inc/)
Extension of Revolving Credit Termination Date. The Borrower may, may request an extension of the Letter of Credit Availability Termination Date and the Revolving Credit Termination Date by notice submitting a request for an extension to Administrative the Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) given at least thirty (30) days and on any Business Day that is not more less than ninety (90) 30 days prior to the then Letter of Credit Availability Termination Date or Revolving Credit Termination Date. The Extension Request must specify the new Letter of Credit Availability Termination Date or new Revolving Credit Termination Date requested by the Borrower and the date as of which date (which must be at least 30 days after the Extension Request is delivered to the Agent) the Lenders (including the Issuer) must respond to the Extension Request (the “Existing Commitment Termination Response Date”), request that Lenders extend the Existing Commitment . The new Letter of Credit Availability Termination Date for one additional one-year period. Upon or new Revolving Credit Termination Date shall not be more than two years after the Borrower’s timely delivery Letter of such notice to Administrative Agent and provided, that (i) no Default Credit Availability Termination Date or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) as applicable, in effect at the time the Extension Request is received, including the Letter of Credit Availability Termination Date or Revolving Credit Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request the Issuer and each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. If the consent of all of the Lenders in their sole discretion is received by the Agent, the Letter of Credit Availability Termination Date or Revolving Credit Termination Date specified in the Extension Request shall become effective on the existing Letter of Credit Availability Termination Date or Revolving Credit Termination Date and the Agent shall promptly notify the Borrower and each Lender (including the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iiiIssuer) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in of the case new Letter of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Credit Availability Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case new Revolving Credit Termination Date. Otherwise the Letter of a representation Credit Availability Termination Date or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended termunchanged.
Appears in 2 contracts
Samples: Credit Agreement (Navigators Group Inc), Credit Agreement (Navigators Group Inc)
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lendersa) given at least thirty (30) days and not more than ninety (90) days On or prior to the Fourth Amendment Effective Date, the Borrower may request one one-year extension of the Revolving Credit Termination Date by delivering to the Administrative Agent a written notice (the “Extension Request”), which the Administrative Agent shall distribute promptly to the Lenders, provided that, (i) the Borrower may not submit more than one Extension Request (except as provided in Section 2.6(b) below) and (ii) the Revolving Credit Termination Date, as extended, shall not be later than the earlier of (x) March 8, 2023 and (y) the date that is one year prior to the earliest maturity date of any Incremental Term Loans, if any. The Administrative Agent and the Lenders acknowledge and agree that the Extension Request has been deemed given by the Borrower on the Fourth Amendment Effective Date. The extension of the Revolving Credit Termination Date pursuant to this Section 2.6(a) shall become automatically effective on the date on which the following conditions have been satisfied (and by execution of the Fourth Amendment to Amended and Restated Credit Agreement, dated as of the Fourth Amendment Effective Date, the Administrative Agent and the Lenders acknowledge and agree that the following conditions have been deemed satisfied):
(i) the Administrative Agent shall have received the Extension Request;
(ii) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default shall have occurred and be continuing on such date; and
(iii) the Borrower shall have paid to the Administrative Agent, for distribution to each Lender, a one-time fee in an amount equal to 0.15% of the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding).
(b) The Borrower may request two (2) six-month extensions of the Revolving Credit Termination Date by delivering to the Administrative Agent an Extension Request, which the Administrative Agent shall distribute promptly to the Lenders, provided that, (i) the Borrower may not submit more than two (2) Extension Requests and (ii) the Revolving Credit Termination Date, as extended, shall not be later than the earlier of (x) March 8, 2024 and (y) the date that is one year prior to the earliest maturity date of any Incremental Term Loans, if any.
(c) The first extension of the Revolving Credit Termination Date (the “Existing Commitment First Extended Revolving Credit Termination Date”), request that Lenders extend ) pursuant to Section 2.6(b) shall become automatically effective on the Existing Commitment Termination Date for one additional one-year period. Upon date on which the Borrower’s timely delivery of such notice to following conditions have been satisfied:
(i) the Administrative Agent shall have received the Extension Request not more than 120 days prior to, and providedending not less than 30 days prior to, that the Revolving Credit Termination Date;
(iii) no Default or Event of Default has shall have occurred and is be continuing (both either on the date that the notice is delivered and Borrower delivers the Extension Request, or on the original Revolving Credit Termination Date immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that no Default or Event of Default shall have occurred and be continuing on such date;
(iii) the Borrower shall have paid to the Administrative Agent, for distribution to each Lender (and, in the case of the Extension Non-Consenting Lender, only to the extent the Extension Non-Consenting Lender has agreed to extend its Revolving Credit Commitment), a one-time fee in an amount equal to 0.075% of the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then Existing outstanding); and
(iv) subject to the terms of clause (e) of this Section 2.6, solely in the case of an extension of the Revolving Credit Commitment of the Extension Non-Consenting Lender, the Extension Non-Consenting Lender shall have agreed to extend the Revolving Credit Termination Date for such additional term, in its sole discretion.
(d) The second extension of the Revolving Credit Termination Date pursuant to Section 2.6(b) shall become automatically effective on the date on which the following conditions have been satisfied:
(i) the Administrative Agent shall have received the Extension Request not more than 120 days prior to, and ending not less than 30 days prior to, the First Extended Revolving Credit Termination Date), ;
(ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, First Extended Revolving Credit Termination Date shall have occurred;
(iii) all representations no Default or Event of Default shall have occurred and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) continuing either on the date that the notice is delivered and Borrower delivers the Extension Request, or on the then Existing Commitment First Extended Revolving Credit Termination Date except for representations and warranties immediately prior to or after giving effect to such extension, provided that, the Borrower shall deliver a certificate from a Responsible Officer together with the Extension Request certifying that relate to a prior date, which no Default or Event of Default shall have been true occurred and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case be continuing on such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and date;
(iv) the Borrower has shall have paid to the Administrative Agent, for distribution to each Lender (and, if applicable, in immediately available funds the case of the Extension Fee on or prior Non-Consenting Lender, only to the first day extent the Extension Non-Consenting Lender has agreed to extend its Revolving Credit Commitment), a one-time fee in an amount equal to 0.075% of any requested the Revolving Credit Commitment of such Lender on such date (or, if the Revolving Credit Commitments have been terminated, the aggregate principal amount of the Revolving Credit Loans then outstanding); and
(v) if applicable, subject to the terms of clause (e) of this Section 2.6, solely in the case of an extension periodof the Revolving Credit Commitment of the Extension Non-Consenting Lender, then the Extension Non-Consenting Lender shall have agreed to extend the Revolving Credit Termination Date shall be extended for such additional term, in its sole discretion.
(e) If the Extension Non-Consenting Lender does not agree to the first anniversary of the then Existing Commitment Termination Date. Should extend the Revolving Credit Termination Date be extendedwith respect to its Revolving Credit Commitment pursuant to Section 2.6(c)(iv) or, if applicable, Section 2.6(d)(v), the terms and conditions of this Agreement will apply during any such extension periodAdministrative Agent shall promptly so notify the other Lenders, and from and after each such Lender may, in its sole discretion, give written notice to the date of such extension, the term Administrative Agent not later than ten (10) days prior to then-current Revolving Credit Termination Date shall mean the last day of the amount of the Extension Non-Consenting Lender’s Revolving Credit Commitments for which it is willing to accept an assignment. If such Lenders notify the Administrative Agent that they are willing to accept assignments of such Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Extension Non-Consenting Lender, such Revolving Credit Commitments shall be allocated among such Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If, after giving effect to the assignments of Revolving Credit Commitments described above, there remains any Revolving Credit Commitments of the Extension Non-Consenting Lender that have not been assigned, the Borrower may arrange for one or more Assignee(s) to assume effective as of the Revolving Credit Termination Date, the Extension Non-Consenting Lender’s Revolving Credit Commitment and all of the obligations of the Extension Non-Consenting Lender under this Agreement thereafter arising. Each assignment pursuant to this Section 2.6(e) shall be effected in accordance with Section 10.6.
(f) To the extent that the Revolving Credit Termination Date is not extended termas to the Extension Non-Consenting Lender’s Revolving Credit Commitment pursuant to Section 2.6(c)(iv) or, if applicable, Section 2.6(d)(v), and the Revolving Credit Commitment of the Extension Non-Consenting Lender is not assumed in accordance with Section 2.6(e) on or prior to then-current Revolving Credit Termination Date, the Revolving Credit Commitment of the Extension Non-Consenting Lender that has not been assigned shall automatically terminate in whole on such unextended Revolving Credit Termination Date without any further notice or other action by the Borrower, any Lender or any other Person; provided that such Extension Non-Consenting Lender’s obligations under Section 9.7 shall survive the Revolving Credit Termination Date as to matters occurring prior to such date. If the Extension Non-Consenting Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any request for an extension of the Revolving Credit Termination Date at least 30 days prior to the then-current Revolving Credit Termination Date, it will be deemed to have denied such request.”
(d) Section 9 of the Credit Agreement is hereby amended by inserting at the end thereof the following language as new Section 9.15:
Appears in 1 contract
Extension of Revolving Credit Termination Date. (a) During the period commencing not more than 180 days prior to, and ending not less than 30 days prior to the Revolving Credit Termination Date then in effect (the “Existing Termination Date”) the Borrower Representative may, by notice delivery of a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that the Lenders extend the Existing Commitment Termination Date for one an additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and providedperiod in accordance with this Section 2.4; provided that, that (i) no Default or Event of Default has or Material Default shall have occurred and is be continuing (both on at the date the notice time a Termination Date Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest, fees and on final maturity (which shall be subject to the then Existing Commitment requirements of this Section 2.4, be determined by the Borrowers and set forth in the relevant Termination Date Extension Request) and except as permitted by clause (b)(iii) below, the Revolving Credit Commitments and Loans extended pursuant to a Termination Date Extension Request shall have the same terms as the original Revolving Credit Commitments and Loans subject to such Termination Date Extension Request, (iii) the Borrower Representative may not submit more than two Termination Date Extension Requests and (iv) the Revolving Credit Termination Date), as extended, shall not be later than the fourth anniversary of the Availability Effective Date.
(b) Each Termination Date Extension Request shall specify (i) the date to which the Existing Termination Date is sought to be extended, (ii) the changes, if any, to the Applicable Margin to be applied in determining the interest payable on the Loans of, and the fees payable hereunder to, Extending Lenders (as defined below) in respect of that portion of their Revolving Credit Commitments and Loans extended to such new Revolving Credit Termination Date and (iii) any other amendments or modifications to this Agreement to be effected in connection with such Termination Date Extension Request; provided that, no such changes or modifications requiring approvals pursuant to the provisos in Section 9.1 shall become effective prior to the then Existing Termination Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Termination Date Extension Request being referred to herein as an “Extending Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof no later than 30 days after the Borrower Representative’s delivery of the applicable Termination Date Extension Request, specifying the maximum amount of Revolving Credit Commitments and Loans of such Lender with respect to which such Lender agrees to the extension of the Revolving Credit Termination Date, delivered to the Borrower Representative (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Subsidiaries are Administrative Agent following the date on which the Termination Date Extension Request shall have been delivered by the Borrower Representative (but no later than 30 days) (it being understood and agreed that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender). If a Lender elects to extend only a portion of its then existing Revolving Credit Commitment and Loans, it will be deemed for purposes hereof to be an Extending Lender in compliance respect of such extended portion and a Declining Lender in respect of the remaining portion of its Revolving Credit Commitments and Loans, and the aggregate principal amount of each Type of Loans of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. If Extending Lenders shall have agreed to such Termination Date Extension Request in respect of the Revolving Credit Commitments and Loans held by them, then, subject to Section 2.4(e), on the date specified in the Termination Date Extension Request as the effective date thereof, (i) the Existing Termination Date of the applicable Revolving Credit Commitments and Loans shall, as to the Extending Lenders, be extended to such date as shall be specified therein and (ii) such other modifications and amendments hereto specified in the Termination Date Extension Request shall (subject to any required approvals (including those of the Required Lenders, but excluding the pro rata share of Revolving Credit Commitments of any Declining Lenders) having been obtained) shall become effective. The agreement of any Lender to extend all or a portion of its Revolving Credit Commitments and Loans shall be made in its sole discretion.
(c) Notwithstanding the foregoing, the Borrower Representative shall have the right, in accordance with the provisions of Sections 2.20 and 9.6, at any time prior to the Existing Termination Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s Revolving Credit Commitments and Loans subject to a Termination Date Extension Request that it has not agreed to extend) with a Lender or other financial institution reasonably satisfactory to the Administrative Agent (provided that, the consent of the Administrative Agent shall not be required if such other financial institution is an Affiliate of a Lender or an Approved Fund) that will agree to such Termination Date Extension Request, and any such replacement Lender shall for all covenants contained purposes constitute an Extending Lender in Section 8 hereofrespect of the Revolving Credit Commitments and Loans assigned to and assumed by in on and after the effective time of such replacement (with the assignment fee and any other costs and expenses to be paid by the Borrowers in such instance); provided that, (i) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to obtain a replacement Lender, (ii) the applicable assignee shall have agreed to provide the Revolving Credit Commitments and Loans so assigned on the terms set forth in such Termination Date Extension request and (iii) all representations obligations of the Borrowers owing to the Declining Lender relating to the Revolving Credit Commitments and warranties contained Loans so assigned (including all accrued interest, fees and all other amounts payable in Section 6 hereof respect thereof) shall be true purchased by the assignee from such Declining Lender concurrently with such assignment and correct in assumption at a price to be agreed upon between the assignee and the Declining Lender.
(d) If a Termination Date Extension Request has become effective hereunder:
(i) not later than the fifth Business Day prior to the Existing Termination Date, the Borrowers shall make prepayments of Loans such that, after giving effect to such prepayments, the Total Revolving Extensions of Credit as of such date will not exceed the aggregate Revolving Credit Commitments of the Extending Lenders extended pursuant to this Section 2.4 (and the Borrowers shall not be permitted thereafter to request any Loan if, after giving effect thereto, the Total Revolving Extensions of Credit of all material respects Lenders would exceed the aggregate amount of the Revolving Credit Commitments so extended); and
(except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respectsii) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior dateDate, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided in Section 2.4(c), terminate, and the Borrowers shall repay all Loans of each Declining Lender, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case, together with accrued and unpaid interest and all fees and other amounts owing to such Declining Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.2, such repayments may be funded with the proceeds of new Loans made simultaneously with such repayments by the Extending Lenders, which Loans shall be made ratably by the Extending Lenders in accordance with their extended Revolving Credit Commitments.
(e) Each Termination Date Extension Request shall be extended to become effective hereunder, on the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the effective date of such extension, upon the term Revolving Credit Termination Date shall mean the last day satisfaction of the extended term.following conditions:
(i) on the Existing Termination Date, the Administrative Agent shall have received an officer’s certificate from a Responsible Officer of the Parent Guarantor certifying that:
Appears in 1 contract
Samples: Credit Agreement (KKR Real Estate Finance Trust Inc.)
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each At any time following the delivery of the Lendersfinancial statements required by Section 8.5(b) given at least and/or (c) for the Fiscal Month ended September 25, 2015 and third Fiscal Quarter of 2015 but no later than thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date as in effect on the Closing Date, the Borrower may request (the “Existing Commitment Termination Extension Request Date”), request that Lenders ) the Bank to extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment current Revolving Credit Termination DateDate and Delayed Draw Term Loan Maturity Date for a period of one year (the “Extension Period”), . The effectiveness of such extension of the Revolving Credit Termination Date and Delayed Draw Term Loan Maturity Date shall be conditioned upon the Bank’s satisfaction that the following conditions shall have been satisfied: (iia) each of the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained set forth herein and in Section 6 hereof the other Loan Documents shall be and remain true and correct in all material respects as of said time (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (except in the case of a representation or warranty where not already qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior datemateriality, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct otherwise in all respects) as of such earlier date, (b) no Default shall have occurred and be continuing as of the applicable Extension Request Date, (c) such financial statements shall evidence that the TTM EBITDA as of the third Fiscal Quarter of 2015 is not less than $5,000,000 and shall demonstrate compliance as of the date on which they were made of such financial statements with the financial covenants set forth in Section 8.23 hereof, and (ivd) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day payment of any requested extension period, then fees and expenses of the Bank in connection therewith. Any date to which the Revolving Credit Termination Date shall or Delayed Draw Term Loan Maturity Date has been extended in accordance with this Section 2.12 may not be extended to in like manner. For the first anniversary avoidance of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extendeddoubt, the terms and conditions of this Agreement will financial covenants set forth in Section 8.23(b) hereof shall apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended termExtension Period.
Appears in 1 contract
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one onetwo (2) additional one-year periodperiodsix-month periods. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first firstsix-month anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.
Appears in 1 contract
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lendersa) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request Provided that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on exists during the date periods set forth below, the notice is delivered and on Borrower may request one or more extensions of the then Existing Commitment Revolving Credit Termination Date, each such extension to be for a period of 364-days, by giving written notice of each such request (each, an "Extension Request") to the Agent and each Lender during the period which is not less than 45 nor more than 60 days prior to the then current Revolving Credit Termination Date. Any extension of the Revolving Credit Termination Date requested in accordance with the foregoing procedure shall be determined as follows:
(i) If the Required Lenders do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request (by giving written notice thereof to the Bor- rower and the Agent), the Revolving Credit Termination Date shall not be extended.
(ii) If each Lender consents to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iiiAgent) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to amended such that it shall end 364 days from the first anniversary date of the then Existing Commitment then-current Revolving Credit Termination Date. Should Upon receipt of such con- sents from each Lender, the Agent will notify the Lenders of its receipt of all such consents and the new Revolving Credit Termination Date.
(iii) If Lenders (each a "Nonconsenting Lender" and collectively, the Nonconsenting Lenders") having Commitments equal to 49% or less of the Aggregate Commitments do not consent to an Extension Request within 30, but not less than 15, days from the date of such Extension Request, (by giving written notice thereof to the Borrower and the Agent), the Borrower may elect to (i) withdraw such Extension Request, (ii) effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents, subject to, and in accordance with, the provisions of Section 2.19(c), or (iii) terminate the Commitment of each Nonconsenting Lender effective on the then current Revolving Credit Termination Date with respect to such Non- consenting Lender, and, on such date, pay to the Agent for dis- tribution to such Nonconsenting Lender the outstanding principal balance, if any, of the Note of such Nonconsenting Lender, to- gether with any accrued and unpaid interest thereon to the date of such payment, any accrued and unpaid Commitment Fee due to such Lender, and any other amount due to such Lender under this Agreement, whereupon (y) the then current Revolving Credit Termination Date shall be extended as to all Lenders from whom the Agent has received such consent (the "Consenting Lenders"), and the terms of clause (ii) of this Section 2.19
(a) shall apply to such extension, and (z) each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the then current Revolving Credit Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to in- demnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and pur- chase) and shall no longer have any obligations hereunder.
(b) In the event the Borrower elects to terminate the Commitment of the Nonconsenting Lender under Section 2.19(a)(iii) above, the Agent is authorized and directed to amend Exhibit B, effective on the then current Revolving Credit Termination Date, and promptly distribute a copy thereof to the Borrower and the Consenting Lenders reflecting the new Commitment Amount of each Consenting Lender. The new Commitment Percentage of each Consenting Lender based on such new Commitment Amount (after giving effect to the ter- mination of each Nonconsenting Lender's Commitment) is sometimes hereinafter referred to as the "Reallocated Commitment Percentage." The Consenting Lenders agree (subject to their receipt of any mandatory prepayment referred to below), effective on the then current Revolving Credit Termination Date, to assume their Reallocated Commitment Percentages of the Revolving Credit Loans, provided, that if, after giving effect to such assumption, the out- standing principal balance of the Consenting Lenders' Revolving Credit Loans would exceed the Aggregate Commitments or any Lender's Commitment, then the Borrower will pay to the Agent on the then current Revolving Credit Termi- nation Date for distribution to the Consenting Lenders, an amount sufficient to reduce the outstanding principal balance of the Revolving Credit Loans to an amount which does not exceed the Aggregate Commitments and each Consenting Lender's Commitment.
(c) In the event the Borrower elects to effect an assignment of all or part of the Nonconsenting Lenders' rights and obligations under the Loan Documents in accordance with clause (ii) of Section 2.19(a)(iii) above, then, provided that there shall not exist and be continuing any Default or Event of Default, the Borrower may, subject to the terms of this Section 2.19(c), obtain the agreement of a Substitute Lender to accept such an assignment, and one or more Nonconsenting Lenders designated by the Borrower (as hereinafter set forth) shall, subject to the terms of this Section 2.19(c), assign all or part of their rights and obligations in the Loan Docu- ments to such Substitute Lender. The Borrower shall at least 15 days prior to the Revolving Credit Termination Date on which the Commitments of such Nonconsenting Lenders shall terminate (a "Nonconsenting Lender Termination Date") notify the Agent and one or more of the Nonconsenting Lenders of a Substitute Lender's agreement to accept such assignment from such Nonconsenting Lenders. Such notice shall set forth (i) the name of the Nonconsenting Lenders whose rights and obligations are to be extendedassigned to said Substitute Lender, (ii) the terms and conditions percentage interest of this Agreement will apply during any such extension periodthe Nonconsenting Lenders' Commitments to be assigned to said Substitute Lender, and (iii) the amount of the Revolving Credit Loans to be so assigned and their type (i.e. ABR Advances, Eurodollar Advances and/or Competitive Bid Advances). Upon the Agent's consent to such assignment (which consent or denial shall be given by the Agent to the Borrower and applicable Nonconsenting Lenders within 5 days after the Agent's receipt of the foregoing notice from the Borrower) such Nonconsenting Lenders and the Substitute Lender shall enter into an Assignment and Assumption Agreement substantially in the form of Exhibit A. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement (which date shall not be later than the Nonconsenting Lender Termi- nation Date), the Substitute Lender shall be a party hereto. The Commitment of the Substitute Lender acquired pursuant to such Assignment and Assumption Agreement shall be coterminous with the Commitments of each Consenting Lender. The Borrower agrees upon written request of the Agent, and at the Borrower's expense, to execute and deliver to such Substitute Lender a Note, dated the effective date of such extensionAssignment and Assumption Agreement, in an aggregate principal amount equal to the Revolving Credit Loans assigned to, and Commitments assumed by, the term Substitute Lender, and the Agent shall amend Exhibit B, effective on such date to reflect the Reallocated Commitment Percentage of each Consenting Lender and such Substitute Lender and shall promptly distribute a copy thereof to the Borrower, each Consenting Lender and such Substitute Lender. At the request of the Borrower, the Nonconsenting Lender whose Commitment has been assigned shall promptly after the later to occur of such effective date and payment in full of all amounts hereunder and under the Note return to the Borrower its Note or other evidence that such Nonconsenting Lender has received full payment of such amounts. The purchase price paid under each Assignment and Assumption Agreement delivered pursuant to this Section 2.19(c) shall be the principal amount of the Revolving Credit Loans assigned thereunder. On the effective date of such Assignment and Assumption Agreement, the Borrower, the Substi- tute Lender and the Nonconsenting Lender shall make appropriate adjustments in the payment of interest, Commitment Fees and other amounts with respect to the assigned Revolving Credit Loans, it being understood, however, that the Nonconsenting Lender may require, as a condition to its execution and delivery of the Assignment and Assumption Agreement, that it receive all ac- crued and unpaid interest, Commitment Fees and other amounts due to it (whether or not the same are then payable) on the effective date of such Assignment and Assumption Agreement. To the extent that the Borrower does not purchase all of the rights and obligations of the Nonconsenting Lenders under the Loan Documents, then the Borrower will make the payment described in clause (iii) of Section 2.19(a)(iii) with respect to the Revolving Credit Loans and the interest, Commitment Fees and other amounts appurtenant thereto which are not the subject of such Assignment and Assumption Agreement. Each Nonconsenting Lender shall cease to be a "Lender" for all purposes of this Agreement after the Nonconsenting Lender Termination Date applicable to such Nonconsenting Lender (except with respect to its rights hereunder to be xxxx- bursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall mean no longer have any obligations hereunder. The Borrower agrees to hold each Nonconsenting Lender harmless from any loss liability or claim incurred by or made against such Nonconsenting Lender in connection with any assignment made by it pursuant to this Section 2.19(c) (the last day obligations of the extended termBorrower under the foregoing indemnity shall survive the termination of the Agreement and the Aggregate Commitments and the pay- ment of the Notes and all other amounts payable under the Loan Documents).
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Extension of Revolving Credit Termination Date. Borrower may, by notice The Company shall have the right to request that the Administrative Agent (which shall promptly deliver a copy to each of and the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to Lenders extend the then Revolving Credit Termination Date for either (i) an additional six-month period, which extension right under this clause (i) shall be exercisable two times during the “Existing Commitment Termination Date”)term of this Agreement, request that Lenders extend the Existing Commitment Termination Date for one or (ii) an additional one-year period, which extension right under this clause (ii) shall be exercisable once during the term of this Agreement; provided that, in either case, if such six-month or one-year period, as applicable, shall end on a date that is not a Business Day, it shall end on the immediately preceding Business Day. Upon The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 days prior to the current Revolving Credit Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Termination Date shall be extended for six months or one year, as applicable, effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (y): (x) on and as of the date of receipt by the Administrative Agent of written notice of the Borrower’s timely delivery request to extend the Revolving Credit Termination Date and as of such notice to Administrative Agent and providedthe then existing Termination Date, that (iA) no Default or Event of Default has occurred shall exist and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (iiB) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained made or deemed made by each Borrower and each other Loan Party in Section 6 hereof the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality materiality, in which case such representation or warranty shall be true and correct in all respects) with the same force and effect as if made on and as of such date except to the date the notice is delivered and on the then Existing Commitment Termination Date except for extent that such representations and warranties that expressly relate solely to a prior date, an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.material
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Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one year extensions shall be permitted hereunder after the First Amendment Effective Date, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lxxxxx’s sole discretion and such Lxxxxx’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lxxxxx’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.
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Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days At any time before three months prior to scheduled maturity (the “Renewal Request Date”), the Borrower may request that the Lenders extend the then scheduled Revolving Credit Termination Date to the date two years from such Revolving Credit Termination Date (the “Existing Commitment Termination DateExtension Request”). If such request is made by the Borrower, request that Lenders each Lender shall inform the Administrative Agent of its willingness, in its individual and sole discretion, to extend the Existing Commitment Revolving Credit Termination Date for one additional one-year periodno later than 60 days after such Renewal Request Date. Upon Any Lender’s failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and Lenders whose outstanding Loans and interests in Letters of Credit and Unused Commitments constitute at least 75% of the sum of the total outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Lenders must approve any requested extension (such Lenders are referred to as the “Extending Lenders”). At any time after the Renewal Request Date, the Extending Lenders may propose, by written notice to the Borrower’s timely delivery , an extension of this Agreement to such later date on such terms and conditions as the Extending Lenders may then require. Any Lender that declines the Extension Request (a “Declining Lender”) will have its Commitment terminated on the then existing Revolving Credit Termination Date (without regard to any extension by the other Lenders). If the extension of this Agreement to such later date is acceptable to the Borrower on the terms and conditions proposed by the Extending Lenders, the Borrower shall notify the Lenders of its acceptance of such terms and conditions no later than 65 days after the Renewal Request Date, and such later date will become the Revolving Credit Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Extending Lenders’ notice to proposing the extension of this Agreement upon the Administrative Agent and provided, that Agent’s receipt of (i) no Default or Event of Default has occurred an amendment to this Agreement signed by the Borrower and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)Extending Lenders, (ii) resolutions of the Borrower’s Board of Directors authorizing such extension and (iii) a favorable written opinion of counsel to the Borrower and each Subsidiary, reasonably consistent with the Subsidiaries are in compliance with all covenants contained in opinion of counsel delivered pursuant to Section 8 hereof7.2(n) hereto on the Closing Date. The Borrower shall, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date any Declining Lenders’ Commitments are terminated pursuant to this Section 1.12(c), pay to the notice is delivered Declining Lenders all Obligations owed to the Declining Lenders pursuant to the Loan Documents, and on following such payment in full, the then Existing Commitment Termination Date except for representations Declining Lenders shall cease to be a party to the Loan Documents and warranties that relate to a prior date, which shall have been true and correct in all material respects no rights (except in other than rights that by their terms survive the case termination of a representation this Agreement) or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as obligations under any of the applicable date on which they were made and (iv) the Borrower has paid Loan Documents. Notwithstanding anything in immediately available funds the Extension Fee on or prior this Agreement to the first day of any requested extension periodcontrary, then the Revolving Credit Termination Date shall not be extended pursuant to this Section 1.12(c) more than once during the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions entire term of this Agreement will apply during Agreement. No Extending Lender shall be obligated to increase its Commitment in connection with any such extension periodExtension Request unless such Extending Lender shall expressly, and from and after the date of such extensionin writing, the term Revolving Credit Termination Date shall mean the last day of the extended termagree thereto.
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Extension of Revolving Credit Termination Date. (a) The Borrower mayshall have the option, by notice delivery of a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) given at least thirty (30) days and not more less than ninety (90) 60 days prior to the then Revolving Credit Termination Date then in effect (the “Existing Commitment Termination Date”), to request that Lenders extend an extension of the Existing Commitment Termination Date Date, with respect to all, or any portion of, the Revolving Credit Commitments, for one an additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and providedperiod in accordance with this Section 2.4; provided that, that (i) no Default or Event of Default has or Material Default shall have occurred and is be continuing at the time of the applicable extension, (both on ii) except as to interest, fees and final maturity (which shall be subject to the date requirements of this Section 2.4, be determined by the notice is delivered Borrower and on set forth in the then Existing Commitment Termination Date Extension Request), the Revolving Credit Commitments and Loans extended pursuant to a Termination Date Extension Request shall have the same terms as the original Revolving Credit Commitments and Loans subject to such Termination Date Extension Request, (iii) the Borrower may not submit more than two Termination Date Extension Requests and (iv) the Revolving Credit Termination Date), as extended, shall not be later than the fifth anniversary of the Closing Date.
(b) The Termination Date Extension Request shall specify (i) the date to which the Existing Termination Date is to be extended, (ii) the Borrower and portion of the Subsidiaries are in compliance with all covenants contained in Section 8 hereofRevolving Credit Commitments to be extended, (iii) all representations and warranties contained the changes, if any, to the Applicable Margin to be applied in Section 6 hereof shall be true and correct in all material respects (except in determining the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) interest payable on the date Loans of, and the notice is delivered fees payable hereunder to, Extending Lenders (as defined below) in respect of that portion of their Revolving Credit Commitments and on the then Existing Commitment Loans extended to such new Revolving Credit Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) any other amendments or modifications to this Agreement to be effected in connection with the Termination Date Extension Request; provided that, no such changes or modifications requiring approvals pursuant to the provisos in Section 9.1 shall become effective prior to the then Existing Termination Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein. Each Lender may elect, in its sole discretion, whether to to participate in such extension on a pro rata basis. In addition, Lenders may elect to have their Revolving Credit Commitment extended in excess of its pro rata share according to its Revolving Credit Percentage in effect on the date if any other Lender declines to participate in such extension of Revolving Credit Commitments (each Lender holding Revolving Credit Commitments subject to the Termination Date Extension Request being referred to herein as an “Extending Lender”). If the Borrower requests to extend only a portion of the then existing Revolving Credit Commitment, each Lender opting to participate in the extension will be deemed for purposes hereof to be an Extending Lender solely in respect of such extended portion, and the aggregate principal amount of each Type of Loans of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. Subject to Section 2.4(e), on the date specified in the Termination Date Extension Request as the effective date thereof, (i) the Existing Termination Date of the applicable Revolving Credit Commitments and Loans shall, as to the Extending Lenders, be extended to such date as shall be specified therein and (ii) such other modifications and amendments hereto specified in the Termination Date Extension Request shall (subject to any required approvals (including those of the Required Lenders) having been obtained) shall become effective.
(c) If a Termination Date Extension Request has become effective hereunder:
(i) not later than the third Business Day prior to the Existing Termination Date, the Borrower shall make prepayments (which prepayments shall not be subject to Section 2.17) of Loans such that, after giving effect to such prepayments, the Total Revolving Extensions of Credit as of such date will not exceed the aggregate Revolving Credit Commitments of the Extending Lenders extended pursuant to this Section 2.4 (and the Borrower shall not be permitted to request any Loan if, after giving effect thereto, the Total Revolving Extensions of Credit of all Lenders would exceed the aggregate amount of the Revolving Credit Commitments so extended); and
(ii) on the Existing Termination Date, if the Borrower has paid in immediately available funds elected to extend only a portion of the Extension Fee on or prior to then-existing Revolving Credit Commitment and Loans, the first day non-extended portion of any requested extension period, then the Revolving Credit Commitments shall terminate, and the Borrower shall repay the non-extended portion of such Loans, together with accrued and unpaid interest and all fees and other amounts owing to the applicable Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.2, such repayments may be funded with the proceeds of new Loans made simultaneously with such repayments by the Extending Lenders, which Loans shall be made ratably by the Extending Lenders in accordance with their extended Revolving Credit Commitments.
(d) The Termination Date Extension Request shall be extended to become effective hereunder, on the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the effective date of such extension, upon the term Revolving Credit Termination Date shall mean the last day satisfaction of the extended term.following conditions:
(i) on the Existing Termination Date, the Administrative Agent shall have received an officer’s certificate from a Responsible Officer of the Borrower certifying that:
Appears in 1 contract
Samples: Credit Agreement (FS Credit Real Estate Income Trust, Inc.)
Extension of Revolving Credit Termination Date. Borrower may(a) During the period commencing not more than 180 days prior to, and ending not less than 90 days prior to the Revolving Credit Termination Date then in effect (the “Existing Termination Date”) the Borrowers shall have the option, by notice delivery of a Termination Date Extension Request by Borrower Representative to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders to extend the Existing Commitment Termination Date with respect to all, or any portion of, the Revolving Credit Commitments, for one an additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and providedperiod in accordance with this Section 2.4; provided that, that (i) no Default or Event of Default has or Material Default shall have occurred and is be continuing (both on at the date the notice time a Termination Date Extension Request is delivered to the Lenders or at the time of the applicable extension, (ii) except as to interest, fees and on final maturity (which shall be subject to the then Existing Commitment requirements of this Section 2.4, be determined by Borrower Representative and set forth in the Termination Date Extension Request), the Revolving Credit Commitments and Loans extended pursuant to a Termination Date Extension Request shall have the same terms as the original Revolving Credit Commitments and Loans subject to such Termination Date Extension Request, (iii) Borrower Representative may not submit more than one Termination Date Extension Request and (iv) the Revolving Credit Termination Date), as extended, shall not be later than the third anniversary of the Closing Date.
(b) The Termination Date Extension Request shall specify (i) the date to which the Existing Termination Date is to be extended, (ii) the Borrower and portion of the Subsidiaries are in compliance with all covenants contained in Section 8 hereofRevolving Credit Commitments to be extended, (iii) all representations and warranties contained the changes, if any, to the Applicable Margin to be applied in Section 6 hereof shall be true and correct in all material respects (except in determining the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) interest payable on the date Loans of, and the notice is delivered fees payable hereunder to, Extending Lenders (as defined below) in respect of that portion of their Revolving Credit Commitments and on the then Existing Commitment Loans extended to such new Revolving Credit Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) any other amendments or modifications to this Agreement to be effected in connection with the Borrower has paid Termination Date Extension Request; provided that, no such changes or modifications requiring approvals pursuant to the provisos in immediately available funds the Extension Fee on or Section 9.1 shall become effective prior to the first day then Existing Termination Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender holding Revolving Credit Commitments subject to the Termination Date Extension Request being referred to herein as an “Extending Lender”). If the Borrowers elect to extend only a portion of the then existing Revolving Credit Commitment, each Lender will be deemed for purposes hereof to be an Extending Lender solely in respect of such extended portion, and the aggregate principal amount of each Type of Loans of such Lender shall be allocated ratably among the extended and non-extended portions of the Loans of such Lender based on the aggregate principal amount of such Loans so extended and not extended. Subject to Section 2.4(e), on the date specified in the Termination Date Extension Request as the effective date thereof, (i) the Existing Termination Date of the applicable Revolving Credit Commitments and Loans shall, as to the Extending Lenders, be extended to such date as shall be specified therein and (ii) such other modifications and amendments hereto specified in the Termination Date Extension Request shall (subject to any requested extension periodrequired approvals (including those of the Required Lenders) having been obtained) shall become effective.
(c) [Intentionally omitted].
(d) If a Termination Date Extension Request has become effective hereunder:
(i) not later than the fifth Business Day prior to the Existing Termination Date, then the Borrowers shall make prepayments of Loans such that, after giving effect to such prepayments, the Total Revolving Extensions of Credit as of such date will not exceed the aggregate Revolving Credit Commitments of the Extending Lenders extended pursuant to this Section 2.4 (and the Borrowers shall not be permitted thereafter to request any Loan if, after giving effect thereto, the Total Revolving Extensions of Credit of all Lenders would exceed the aggregate amount of the Revolving Credit Commitments so extended); and
(ii) on the Existing Termination Date shall be extended Date, if the Borrowers have elected to the first anniversary extend only a portion of the then Existing then-existing Revolving Credit Commitment Termination Date. Should and Loans, the non-extended portion of the Revolving Credit Commitments shall terminate, and the Borrowers shall repay the non-extended portion of such Loans, together with accrued and unpaid interest and all fees and other amounts owing to the applicable Lender hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 4.2, such repayments may be funded with the proceeds of new Loans made simultaneously with such repayments by the Extending Lenders, which Loans shall be made ratably by the Extending Lenders in accordance with their Extended Revolving Credit Commitments.
(e) The Termination Date be extendedExtension Request shall become effective hereunder, on the terms and conditions of this Agreement will apply during any such extension period, and from and after the effective date of such extension, upon the term Revolving Credit Termination Date shall mean the last day satisfaction of the extended term.following conditions:
(i) on the Existing Termination Date, the Administrative Agent shall have received an officer’s certificate from a Responsible Officer of Borrower Representative certifying that:
Appears in 1 contract
Samples: Credit Agreement (Benefit Street Partners Realty Trust, Inc.)
Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one year extensions shall be permitted hereunder after the First Amendment Effective Date, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Xxxxxx’s sole discretion and such Xxxxxx’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any Borrower on the previously effective Revolving 45 Credit Termination Date (without giving effect to such extension period, and from and after Extension Request) or the date earlier replacement of such extension, Non-Extending Lender pursuant to Section 2.19 and the term Aggregate Commitment shall be reduced by the total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall mean the last day have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Xxxxxx’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.
Appears in 1 contract
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one two additional one-year periodsix month periods. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary date that is six months after of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.
Appears in 1 contract
Samples: Credit Agreement (Alpine Income Property Trust, Inc.)
Extension of Revolving Credit Termination Date. The Borrower mayshall have the option, exercisable one time, to extend the current Revolving Credit Termination Date in effect as of the date such right is exercised by notice twelve months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) 60 days and but not more than ninety (90) 180 days prior to the then current Revolving Credit Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Termination Date (shall be extended by twelve months effective upon receipt by the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that of the Extension Request: (i) immediately after giving effect to such extension, (x) no Default or Event of Default has occurred shall exist and is continuing (both on y) the date the notice is delivered representations and on the then Existing Commitment Revolving Credit Termination Date), (ii) warranties made or deemed made by the Borrower and each other Loan Party in the Subsidiaries are in compliance with all covenants contained in Section 8 hereofLoan Documents to which any of them is a party, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the notice is delivered same force and effect as if made on and as of such date except to the then Existing Commitment Termination Date except for extent that such representations and warranties that expressly relate solely to a prior date, an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (ii) taking into account any Specified Payments and Collateral Property Addition (in each such case occurring on or prior to the then-existing Revolving Credit Termination Date), immediately prior to such extension and immediately after giving effect thereto (x) as of the applicable date fiscal quarter of the Borrower most recently ended prior to the delivery of the Extension Request, the Debt Service Coverage Ratio shall equal or exceed 1.35 to 1.00, and (y) the aggregate Revolving Commitments shall not exceed the amount equal to 50% of the Appraised Value of the Collateral Properties, (iii) on which they were made or prior the then-existing Revolving Credit Termination Date, the Borrower shall have paid the Fees payable under Section 3.5(d), and (iv) the Borrower Administrative Agent shall have received an updated Appraisal in accordance with Section 7.15(e) with respect to each Collateral Property (A) for which an Appraisal in accordance with Section 7.15(e) has paid not been delivered to the Administrative Agent with the 6-month period immediately prior the then-current Revolving Credit Termination Date, or (B) in immediately available funds respect of which there has been a material change in the Extension Fee on tenancy thereof or any other material change with respect thereto since the date of the most recent Appraisal therefor delivered in accordance with Section 7.15(e). At any time prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date effectiveness of such extension, upon the term Revolving Credit Termination Date Administrative Agent’s request, the Borrower shall mean deliver to the last day of Administrative Agent a certificate from the extended termchief operating officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i) and (ii) (together with supporting calculations attached hereto).
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Extension of Revolving Credit Termination Date. Borrower may(a) The Company may request, by in a notice substantially in the form of Exhibit H (an "Extension Request") given as herein provided to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) not less than 45 days and not more than ninety (90) 60 days prior to the then Revolving Credit Termination Date, that the Revolving Credit Termination Date be extended, which notice shall specify that the requested extension is to be effective (the “Existing Commitment Termination "Extension Effective Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i") no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), and that the new Revolving Credit Termination Date to be in effect following such extension (iithe "Requested Revolving Credit Termination Date") is to be the Borrower date 364 days after the Extension Effective Date. The Administrative Agent shall forthwith transmit such Extension Request to the Lenders. Each Lender shall, not less than 30 days and not more than 45 days prior to the Extension Effective Date, notify the Company and the Subsidiaries are in compliance Administrative Agent of its election to extend or not to extend the Revolving Credit Termination Date with all covenants contained in Section 8 hereofrespect to its Revolving Credit Commitment. The Company may, (iii) all representations and warranties contained in Section 6 hereof not later than 30 days prior to the Extension Effective Date, revoke its request to extend the Revolving Credit Termination Date. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Revolving Credit Termination Date with respect to its Revolving Credit Commitment shall be true revocable by such Lender in its sole and correct in all material respects (except in absolute discretion at any time prior to the case of a representation or warranty qualified by materiality in date which case such representation or warranty shall be true and correct in all respects) is 30 days prior to the Extension Effective Date. If on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or 30 days prior to the first day Extension Effective Date Lenders having at least 75% of any requested extension periodthe aggregate amount of the Revolving Credit Commitments elect to extend the Revolving Credit Termination Date with respect to their Revolving Credit Commitments and the Company has not revoked its request to extend the Revolving Credit Termination Date, then then, subject to the provisions of this subsection 2.19, the Revolving Credit Termination Date shall be extended for 364 days. Any Lender which shall not notify the Company and the Administrative Agent of its election to the first anniversary of the then Existing Commitment Termination Date. Should extend the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after on or prior to the date of such extension, 30 days prior to the term Extension Effective Date shall be deemed to have elected not to extend the Revolving Credit Termination Date with respect to its Revolving Credit Commitment.
(b) Provided that Lenders having at least 75% of the aggregate amount of the Revolving Credit Commitments shall have elected to extend their Revolving Credit Commitments as provided in this subsection 2.19, if any Lender shall timely notify the Company and the Administrative Agent pursuant to subsection 2.19
(a) of its election not to extend its Revolving Credit Commitment or its revocation of any extension, or shall be
(c) In the event the aggregate Revolving Credit Commitments of any Terminating Lenders shall exceed the aggregate amount by which the Continuing Lenders have agreed to increase their Revolving Credit Commitments pursuant to subsection 2.19(b), the Company may, with the approval of the Administrative Agent (which will not be unreasonably withheld), designate one or more other banking institutions willing to extend Revolving Credit Commitments until the Requested Revolving Credit Termination Date in an aggregate amount not greater than such excess. Any such banking institution (an "Additional Lender") shall, on or prior to the Extension Effective Date, execute and deliver to the Company and the Administrative Agent a Commitment Transfer Supplement, satisfactory to the Company and the Administrative Agent, setting forth the amount of such Additional Lender's Revolving Credit Commitment and containing its agreement to become, and to perform all the obligations of, a Lender hereunder, and the Revolving Credit Commitment of such Additional Lender shall become effective on the Extension Effective Date.
(d) The Company shall deliver to each Continuing Lender whose Revolving Credit Commitment is being increased pursuant to this subsection 2.19 and to each Additional Lender, on the Extension Effective Date, in exchange for the Revolving Credit Notes held by such Lender, new Revolving Credit Notes, maturing on the Requested Revolving Credit Termination Date, in the principal amount of such Lender's Revolving Credit Commitment after giving effect to the adjustments made pursuant to this subsection 2.19.
(e) If the Lenders having at least 75% of the aggregate amount of the Revolving Credit Commitments shall have elected to extend their Revolving Credit Commitments as provided in this subsection 2.19 and the Company has not revoked its request to extend the Termination Date as provided in this subsection 2.19, then (i) the Revolving Credit Commitments of the Continuing Lenders and any Additional Lenders shall continue until the Requested Revolving Credit Termination Date specified in the notice from the Company, and as to such Lenders the terms "Revolving Credit Termination Date", as used herein shall mean such Requested Revolving Credit Termination Date; (ii) the last day Revolving Credit Commitments of any Terminating Lender shall continue until the extended term.Extension Effective Date, and shall then
Appears in 1 contract
Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.
Appears in 1 contract
Samples: Credit Agreement (Alpine Income Property Trust, Inc.)