Common use of Extension of Revolving Termination Date Clause in Contracts

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 5 contracts

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)

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Extension of Revolving Termination Date. The Borrower shall have the rightmay, exercisable not more than two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be have been 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, Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 4 contracts

Samples: Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d3.5(d) and (z) no more than two Revolving Extension Requests the Borrower shall have been submitted delivered duly executed copies of such additional documents (including without limitation, amendments to the Security Documents) as the Administrative Agent by Borrowermay reasonably request and the Borrower shall pay the cost of any mortgages, Title Policy or any endorsement or update thereto, and any and all costs, fees, taxes, assessments or charges required to be paid in connection therewith. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer any Responsible Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Administrative Agent shall promptly notify the Borrower once the foregoing conditions have been satisfied as of the new Revolving Termination Date.

Appears in 3 contracts

Samples: Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 sixty (60) days but not more than 90 one hundred eighty (180) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of such date; provided, if any such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties date, they shall have been be true and correct in all material respects (except in to the case of a extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or warranty qualified by materialitysimilar language, in which case such representation or warranty it shall be true and correct in all respectsrespects (after giving effect to any such qualification)) on and as of such earlier date) ; and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 3 contracts

Samples: Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Properties, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per for each requestextension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the then current Revolving Termination Date, a written request for such extension (a the Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months from the then current Revolving Termination Date effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s requestrequest (or the request of any Lender through the Administrative Agent), the Borrower Parent shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Parent certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii).. Section

Appears in 2 contracts

Samples: Credit Agreement (Equity Lifestyle Properties Inc), Credit Agreement (Equity Lifestyle Properties Inc)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, 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 which are not prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests 3.5.(e). Any extension shall have been submitted to Administrative Agent constitute certification by Borrower. At any time prior the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)) are true and correct and the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Federal Realty OP LP), Credit Agreement (Federal Realty Investment Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 2 contracts

Samples: Credit Agreement (Select Income REIT), Closing Agreement (Select Income REIT)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the The Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment the satisfaction of the fee referred to in the following clause (y): conditions: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (y) before the then current Revolving Termination Date, the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (x)(A) and (x)(B).

Appears in 2 contracts

Samples: Credit Agreement (Elme Communities), Credit Agreement (Washington Real Estate Investment Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per in each requestcase. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months from the current Revolving Termination Date effective upon receipt by the Administrative Agent of a Revolving the applicable Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 2 contracts

Samples: Credit Agreement (Equity Commonwealth), Credit Agreement (Equity Commonwealth)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 thirty (30) days but not more than 90 one hundred twenty (120) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 2 contracts

Samples: Credit Agreement (Saul Centers Inc), Credit Agreement (Saul Centers Inc)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 120 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving an Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 2 contracts

Samples: Credit Agreement (United Dominion Realty L P), Credit Agreement (United Dominion Realty L P)

Extension of Revolving Termination Date. The Borrower shall have the rightoption, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right option only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be have been 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, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Select Income REIT)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject thereof and, subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a each permitted Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, 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 not prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from executed by a Responsible Officer of the chief executive officer Parent or chief financial officer the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Ax)(i) and (x)(Bx)(ii).

Appears in 1 contract

Samples: Credit Agreement (DiamondRock Hospitality Co)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but (but, solely in the case of the exercise of the second extension option pursuant to this Section 2.13, not more than 90 days days) prior to the then current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) [intentionally omitted], (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022 (the “5.00% Senior Notes”), shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, or (z) at all times during the period commencing on the date of the first Extension Request and continuing through the date upon which the 5.00% Senior Notes are paid in full or refinanced in accordance with the preceding clause (y), the Borrower shall maintain Liquidity of not less than $650,000,000, and (iv) in the case of the second extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023 (the “4.50% Senior Notes”), shall have been paid in full or refinanced in full pursuant to a Qualified Refinancing Issuance, or (y) either (1) at all times during the period commencing on the date of the second Extension Request and continuing through the date upon which the 4.50% Senior Notes are paid in full or refinanced in accordance with the preceding clause (xfull pursuant to a Qualified Refinancing Issuance (such date, the “4.50% Senior Notes Repayment Date”), the Borrower shall maintain Liquidity of not less than $650,000,000, or (2) immediately prior to such extension and immediately after giving effect theretoas of the date of the second Extension Request, the Borrower shall (A) maintain Liquidity of not less than $150,000,000 and (B) be in compliance with (A) the financial covenant set forth in Section 9.1(g) and (zB) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrowerthe Temporary Waiver Period Incurrence Conditions. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y) and, as applicable, clause (iii) or (iv).

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 sixty (60) days but not more than 90 one hundred eighty (180) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of such date; provided, if any such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties date, they shall have been be true and correct in all material respects (except in to the case of a extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or warranty qualified by materialitysimilar language, in which case such representation or warranty it shall be true and correct in all respectsrespects (after giving effect to any such qualification)) on and as of such earlier date) ; and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 1 contract

Samples: Credit Agreement (American Realty Capital Trust IV, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Credit Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Credit Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Healthcare Realty Trust Inc)

Extension of Revolving Termination Date. The Borrower Borrowers shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requesttwelve (12) months. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 60 days but not more than 90 days prior to the current initial Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six twelve (12) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower Borrowers and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B3.6(c).

Appears in 1 contract

Samples: Credit Agreement (Lepercq Corporate Income Fund L P)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requestone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request (the “Extension Request”) to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, hereunder and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 1 contract

Samples: Credit Agreement (Chambers Street Properties)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).. ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted which are not prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests 3.5.(e). Any extension shall have been submitted to Administrative Agent constitute certification by Borrower. At any time prior the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)) are true and correct and the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied. (m) The Credit Agreement is further amended by restating the first sentence of Section 2.16. thereof in its entirety as follows: The Borrower shall have the right, at any time and from time to time, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Revolving Commitments shall not exceed $1,500,000,000 minus the amount of any reduction of the Revolving Commitments effected pursuant to Section 2.12. hereof. (n) The Credit Agreement is further amended by restating Section 2.17. thereof in its entirety as follows:

Appears in 1 contract

Samples: Credit Agreement (Federal Realty Investment Trust)

Extension of Revolving Termination Date. The Borrower shall have Provided that no Default or Event of Default exists as of the rightdate of the Request, exercisable two timesthe Company may, by irrevocable written notice (“Request”) to request that the Administrative Agent and each Bank delivered no earlier than 60 days and no later than 30 days before the then-applicable Revolving Lenders Termination Date, request the Banks to extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 date that is 364 days but not more than 90 days prior to after the then-current Revolving Termination Date. Each Bank shall, a no later than 20 days after the date of such Request, give written request for notice to the Agent stating whether such extension (a “Bank agrees to extend the Revolving Extension Request”)Termination Date, in its sole discretion. The Administrative If the Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction such agreement by such date from each of the following conditionsBanks, provided there exists no Default or Event of Default on the then-current Revolving Termination Date, the Revolving Termination Date shall be extended for six months effective 364 days and the Agent shall promptly notify the Bank and the Company of such extension. If any Bank fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Banks shall agree to such extension, the extension contemplated in this Section may nonetheless occur with respect to the consenting Banks, provided that any such extension shall be conditioned upon receipt an agreement to such extension by the Administrative Agent of a Revolving Extension Request and payment Banks with at least 80% of the fee referred aggregate Commitments. The Agent shall notify the Company and each of the Banks as to in the following clause (y): (x) immediately prior which Banks have agreed to such extension and immediately after giving effect theretoas to the new Revolving Termination Date as a result thereof, (A) no Default or Event of Default that such extension shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partynot occur, shall be true and correct in all material respects (except in as the case of a representation or warranty qualified may be. In the event that the Revolving Termination Date is extended by materiality, in which case such representation or warranty shall be true and correct in some but not all respects) on and as of the date Banks, on the existing Revolving Termination Date for any Bank not extending (each a “Non-Continuing Bank”), the Company shall repay all Loans of such extension Non-Continuing Bank, together with the same force all accrued and effect as if made on unpaid interest thereon, and as of all fees and other amounts (including amounts arising under Section 3.04(d)) owing to such date Non-Continuing Bank, and upon such payment each such Non-Continuing Bank shall cease to constitute a Bank hereunder, except with respect to the extent that indemnification provisions of this Agreement, which shall survive as to such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)Non-Continuing Bank.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Deluxe Corp)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable on two timesseparate occasions, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six (6) months per on each requestsuch occasion, first to August 6, 2023 and then to February 6, 2024. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 60 days but not more than 90 days prior to the current then-effective Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six (6) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): b) in connection with each such extension: (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, (yb) the Borrower shall have paid the Fees payable under Section 3.5.(d) 3.6(c), and (zc) no more than two Revolving Extension Requests for the extension to February 6, 2024, the extension to August 6, 2023 shall first have been submitted to Administrative Agent by Borrower. At any time prior to exercised in accordance with the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Lexington Realty Trust)

Extension of Revolving Termination Date. The Borrower shall have the rightmay, exercisable not more than two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents or waived or consented to by Requisite Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Realty Income Corp)

Extension of Revolving Termination Date. (a) The Borrower shall have the right, exercisable two times, to Company may request that the Administrative Agent and the Revolving Lenders Banks extend the Revolving Termination Date for successive one-year periods by six months per each request. The Borrower may exercise such right only by executing notifying the Banks and delivering to the Administrative Agent at least 30 days but in writing on a day not more than 90 two years and thirty (30) days and not less than two years prior to the then-existing Revolving Termination Date. If all Banks consent to such an extension, the Banks shall so notify the Company and the Administrative Agent in writing no later than one year and two hundred twenty-five (225) days prior to the current then-existing Revolving Termination Date, . If all Lenders provide the Company and Administrative Agent with such a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, notice the Revolving Termination Date shall be extended for six months effective upon receipt an additional one-year period. If any Bank in its sole discretion does not provide the written notice evidencing its consent as herein provided, the request for extension shall be deemed denied by all Banks. (b) If any Bank shall fail to consent to an extension as provided in subsection 2.15(a) above (a "Dissenting Bank"), the Company may: (i) request the Dissenting Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Company to acquire and assume all of such Dissenting Bank's Loans, L/C Advances and Commitment which replacement Bank would consent to the requested extension (a "Replacement Bank"); (ii) request one more of the other Banks to acquire and assume all or part of such Dissenting Bank's Loans and Commitment; or (iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld). Upon the designation and acceptance of a Revolving Extension Request and payment Replacement Bank, the Dissenting Bank agrees to assign all of the fee referred to its interest in the following clause (y): (x) immediately prior to such extension Loans, L/C Advances and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except its Commitment to the extent that such representations and warranties expressly relate solely Replacement Bank pursuant to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior documentation reasonably acceptable to the effectiveness Dissenting Bank and the Replacement Bank. Upon the consummation of any such extensionassignment, upon if all other Banks have previously provided the Administrative Agent’s request, written notice agreeing to extend the Borrower shall deliver Revolving Termination Date as contemplated by subsection 2.15(a) above and have not revoked such notice in a writing delivered to the Administrative Agent a certificate from and the chief executive officer or chief financial officer certifying Company, the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)Revolving Termination Date shall be automatically extended for an additional one-year period.

Appears in 1 contract

Samples: Credit Agreement (Longview Fibre Co)

Extension of Revolving Termination Date. The Subject to the terms of this Section 2.12., the Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per each requestone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension Date (a the Revolving Extension RequestNotice”). The If the Administrative Agent shall notify receive such a request, the Lenders if Administrative Agent shall forward a copy of it receives a Revolving Extension Request to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent Agent’s receipt of a Revolving Extension Request such request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bincluding any Default or Event of Default resulting under Section 2.7.(b)(ii) from changes in the Borrowing Base caused by changes in the Appraised Value of the Borrowing Base Properties as a result of the Appraisals referred to below in clause (iii)), (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent (x) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for (y) of changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, ; and (yiii) the Administrative Agent has obtained new Appraisals on each of the Borrowing Base Properties (which the Administrative Agent shall order without unreasonable delay upon Buyer’s delivery of the Extension Notice); and (b) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii).

Appears in 1 contract

Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)

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Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan DocumentsDocuments and, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and (zy) no more than two Revolving Extension Requests the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022, shall have been submitted paid in full or refinanced pursuant to Administrative Agent by Borrower. At any time prior a Qualified Refinancing Issuance and (iv) in the case of the second extension to the effectiveness of any such extension, upon the Administrative Agent’s requestcurrent Revolving Termination Date pursuant to this Section 2.13, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).existing “4.50

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable on two timesseparate occasions, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six (6) months per on each requestsuch occasion, first to January 5, 2027 and then to July 5, 2027. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 60 days but not more than 90 days prior to the current then-effective Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six (6) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): b) in connection with each such extension: (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, (yb) the Borrower shall have paid the Fees payable under Section 3.5.(d) 3.6(c), and (zc) no more than two Revolving Extension Requests for the extension to July 5, 2027, the extension to January 5, 2027 shall first have been submitted to Administrative Agent by Borrower. At any time prior to exercised in accordance with the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)terms hereof.

Appears in 1 contract

Samples: Credit Agreement (LXP Industrial Trust)

Extension of Revolving Termination Date. The Borrower Borrowers shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per for each requestextension. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and no Default under any of subsections (Ba), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by the each Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B3.5.(f).

Appears in 1 contract

Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yiiiy): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (x)(A) and (x)(B).

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Extension of Revolving Termination Date. The Borrower Borrowers shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per for each requestextension. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and no Default under any of subsections (Ba), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by the each Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B3.5.(e).

Appears in 1 contract

Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but (but, solely in the case of the exercise of the second extension option pursuant to this Section 2.13, not more than 90 days days) prior to the then current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d), (iii) and in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period ) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and[intentionally omitted], (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022 (the “5.00% Senior Notes”), shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, or (z) no more at all times during the period commencing on the date of the first Extension Request and continuing through the date upon which the 5.00% Senior Notes are paid in full or refinanced in accordance with the preceding clause (y), the Borrower shall maintain Liquidity of not less than two $650,000,000, and (iv) in the case of the second extension to the current Revolving Extension Requests Termination Date pursuant to this Section 2.13, (x) the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023 (the “4.50% Senior Notes”), shall have been submitted paid in full or refinanced pursuant to Administrative Agent by Borrowera Qualified Refinancing Issuance, or (y) either (1) at all times during the period commencing on the date of the second Extension Request and continuing through the date upon which the 4.50% Senior Notes are paid in full or refinanced in accordance with the preceding clause (x), the Borrower shall maintain Liquidity of not less than $650,000,000, or (2) immediately prior to such extension and immediately after giving effect thereto, the Borrower shall (A) maintain Liquidity of not less than $150,000,000 and (B) be in compliance with the Temporary Waiver Period Incurrence Conditions. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y) and, as applicable, clause (iii) or (iv).

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six months per in each requestcase. The For each desired extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Extension Request, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving such Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Credit Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Credit Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). (f) The Credit Agreement is further amended by deleting Schedule 2.01 attached thereto in its entirety and substituting in lieu thereof Schedule 2.01 attached hereto. (g) The Credit Agreement is further amended by deleting Schedule 5.07 attached thereto in its entirety and substituting in lieu thereof Schedule 5.07 attached hereto.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Realty Trust Inc)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).. ​ ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and (zy) no more than two Revolving Extension Requests the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022, shall have been submitted paid in full or refinanced pursuant to Administrative Agent a Qualified Refinancing Issuance and (iv) in the case of the second extension to the current Revolving Termination Date pursuant to this Section 2.13, the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023, shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six (6) months per in each requestsuch case. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the then current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives forward to each Revolving Lender a Revolving copy of any Extension Request received by the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by from the Administrative Agent then current Revolving Termination Date: (a) on the date of a Revolving delivery of the Extension Request and payment of on the fee referred to in date that would otherwise be the following clause (y): (x) immediately prior to such extension and immediately after giving effect theretoRevolving Termination Date, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, ; (yb) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver delivered to the Administrative Agent a certificate from of the chief executive officer or chief financial officer of the Parent certifying in his or her capacity as chief financial officer the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Bii); and (c) the Borrower shall have paid the applicable Fees payable under Section 3.5.(d).

Appears in 1 contract

Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by six 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 120 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving an Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, Material Adverse Effect or words or phrases of similar import, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, Material Adverse Effect or words or phrases of similar import, 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, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower3.5(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Appears in 1 contract

Samples: Credit Agreement (UDR, Inc.)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date in effect as of the date each such right is exercised by six months per each requestmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Appears in 1 contract

Samples: Credit Agreement (Hospitality Properties Trust)

Extension of Revolving Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders extend the Revolving Termination Date by six months per each requestto July 17, 2019 (the “Extended Termination Date”). The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 90 days prior to the current Revolving Termination Date, a written request for such extension (a the Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months to the Extended Termination Date effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in 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, 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 same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s requestrequest (or the request of any Lender through the Administrative Agent), the Borrower Parent shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Parent certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii).

Appears in 1 contract

Samples: Credit Agreement (Equity Lifestyle Properties Inc)

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