Extension of Termination Date. Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (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 would 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 will be true and correct in all respects) immediately after giving effect to the requested extension of the Termination 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 accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and (c) the Borrower shall have paid the Fees payable under Section 3.6. (d). 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 Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b).
Appears in 3 contracts
Samples: Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Termination Term Loan Maturity Date by six-months in the case of two years for each such 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 Termination Date, Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Term Loan Maturity Date shall be extended for six-months two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) the representations and warranties made or deemed made by the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party would 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 will shall be true and correct in all respects) immediately after giving effect to on the requested extension effective date of the Termination Date, such increase 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall have been true and accurate 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, and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(b). 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 Financial Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 2 contracts
Samples: Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders agree to extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cii): (ai) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist, 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate 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, and (cii) the Borrower shall have paid to the Fees Agent for the account of each Lender a fee equal to 0.20% of the amount of such Lender’s outstanding Loans as of the date of the Extension Request. Such fee shall be due and payable under Section 3.6. (d)in full on the date the Agent receives the Extension Request. 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 Borrower certifying the matters referred to in the immediately preceding clauses (ai)(x) and (bi)(y).
Appears in 2 contracts
Samples: Term Loan Agreement (United Dominion Realty L P), Term Loan Agreement (UDR, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 days but not more than 90 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request extension request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will be true on and correct in all respects) immediately after giving effect to the requested extension as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(c). 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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 2 contracts
Samples: Amended And (Washington Real Estate Investment Trust), Designation Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. Subject Borrower may, by notice to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and (which shall promptly deliver a copy to each of the Lenders extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent Lenders) given at least 30 thirty (30) days but and not more than 90 ninety (90) days prior to the current then Revolving Credit Termination Date (the “Existing Commitment Termination Date, a written request for such extension (an “Extension Request”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. The Upon the Borrower’s timely delivery of such notice to Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditionsand provided, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause that (c): (ai) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall existhas occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Termination Date), (bii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties made or deemed made by the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party would Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty will shall be true and correct in all respects) immediately after giving effect to on the requested extension of date the notice is delivered and on the then Existing Commitment Termination Date, Date except to the extent that such for representations and warranties expressly that relate solely to an earlier date (in a prior date, which case such representations and warranties shall have been true and accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, materiality in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) the applicable date on which they were made and (civ) the Borrower shall have has paid in immediately available funds the Fees payable under Section 3.6. (d). At any time Extension Fee on or prior to the effectiveness first day of any requested extension period, then the Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, upon the Administrative Agent’s request, term Revolving Credit Termination Date shall mean the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer last day of the Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b)extended term.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Consolidated Tomoka Land Co)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (ce): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist, exist and (bii) the representations and warranties made or deemed made by the REIT Guarantor, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate 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, (b) at least one time during period from September 4, 2016 through September 4, 2017, the balance of all outstanding Revolving Loans shall have equaled $0 for a period of no less than 15 consecutive days, (c) the REIT Guarantor and the Borrower have been and shall be, as applicable, in compliance with the covenants contained in clauses (a) and (c) of Section 9.1., (d) if Xxxxx Fargo is the sole Lender hereunder, the amount of the Commitment of Xxxxx Fargo shall be less than or equal to $25,000,000 and (e) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). 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 an Authorized Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (a), (b) and (bc).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): one year: (a) immediately prior to such extension and immediately after giving effect thereto, (i) 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 would shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty is shall have been true and accurate correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cb) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(a). 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 Borrower chief financial officer or treasurer certifying the matters referred to referenced in the immediately preceding clauses (a) and (b).
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties Trust)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend extension of the Termination Date by six-months in the case of each such extensiontwelve months. The Borrower may exercise request such right an extension only by executing and delivering to the Administrative Agent Lender at least 30 60 days but not more than 90 days prior to the date one year prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): twelve months: (a) immediately prior to such extension and immediately after giving effect thereto, (i) 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 would 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 will be true on and correct in all respects) immediately after giving effect to the requested extension as of the Termination Date, 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 accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (cb) the Borrower shall have paid the Fees payable under Section 3.6. the Fee Letter payable with respect to such extension; (c) the Lender shall have received such information as it may have requested from the Borrower in connection with such Extension Request in form and substance satisfactory to the Lender; and (d) the Lender, in its sole and absolute discretion, approves such Extension Request. The Lender shall notify the Borrower of the approval or denial of an Extension Request as soon as reasonably practical following receipt by the Lender of all information requested under the immediately preceding clause (c). At any time ; provided, however, if by the date 180 days prior to the effectiveness of any such extension, upon the Administrative Agent’s requestcurrent Termination Date, the Lender shall have not notified the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying approval or denial of an Extension Request, then the matters referred Lender shall be deemed to in the immediately preceding clauses (a) and (b)have denied such Extension Request.
Appears in 1 contract
Samples: Credit and Security Agreement (Five Star Quality Care Inc)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cb): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist, 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 would party, shall be true and correct in all material respects (except in the case of a representation or and warranty qualified by materiality, in which case such representation or warranty will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or and warranty qualified by materiality, in which case such representation or warranty is shall have been true and accurate 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 and (cb) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (aa)(i) and (ba)(ii).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to on the requested effective date of such extension of the Termination 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). 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 Borrower certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the Borrower The Borrowers shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone year. 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cb): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall existexist and no Default under any of subsections (a), (be) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cb) the Borrower Borrowers shall have paid the Fees payable under Section 3.6. (d). 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 Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b3.5.(d).
Appears in 1 contract
Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Termination Date by six-months in the case of each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 45 days but not more than 90 days prior to the current Termination Date, Date a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (cz): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) the representations and warranties made or deemed made by the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party would 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 will shall be true and correct in all respects) immediately after giving effect to on the requested extension effective date of the Termination Date, such increase 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall have been true and accurate 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, (cy) the Administrative Agent shall have received all Appraisals that it has decided to obtain pursuant to Section 4.3., if any, and (z) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). 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 the chief executive officer or the chief financial officer of the Borrower Parent certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (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 would 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 will be true and correct in all respects) immediately after giving effect to the requested extension of the Termination 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 accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and (c) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(d). 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 Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b).
Appears in 1 contract
Samples: Credit Agreement (National Retail Properties, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Termination Term Loan Maturity Date by six-months in the case of one year for each such 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 Termination Date, Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Term Loan Maturity Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) the representations and warranties made or deemed made by the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party would 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 will shall be true and correct in all respects) immediately after giving effect to on the requested extension effective date of the Termination Date, such increase 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall have been true and accurate 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, and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(b). 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 Financial Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (ciii): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 60 days but not more than 90 180 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate 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 and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). At any time prior Any extension shall constitute certification by 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 a Responsible Officer of the Borrower certifying effect that the matters referred to in the immediately preceding clauses (ax)(A) and (b)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 1 contract
Samples: Credit Agreement (Colonial Realty Limited Partnership)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date with respect to any Class of Loans by six-months in the case of each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent and each Lender at least 30 60 days but not more than 90 180 days prior to the current Termination DateDate for such Class of Loans, a written request for notice of such extension (an “Extension RequestNotice”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date with respect to such Class of Loans shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request Notice and payment of the fee referred to in the following clause (cy): (av) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialitymateriality or Material Adverse Effect or similar language, in which case such representation or warranty will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materialitymateriality or Material Adverse Effect or similar language, in which case such representation or warranty is shall be true and accurate 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, (cw) the Borrower shall have paid the Fees payable under Section 3.6. 3.5.(d)., (dx) (i) the Borrower shall have delivered duly executed copies of such additional documents (including without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably request and the Borrower shall pay the cost of any mortgages, Title Policy or any endorsement or update thereto, (ii) a new Appraisal of the Borrowing Base Properties shall have been completed (which Appraisal shall be engaged by the Administrative Agent (at the expense of the Borrower) and subject to satisfactory review and approval of the Administrative Agent and the Initial Lenders), (iii) the Borrower shall have paid any and all costs, fees, taxes, assessments or charges required to be paid in connection therewith the deliveries under the foregoing clauses (i) and (ii), and (iv) all insurance coverage updates shall have been delivered to the Administrative Agent or any applicable Lender, including, but not limited to, flood insurance coverage (including contents coverage, as applicable), as the Administrative Agent or any Lender shall require, (y) the Aggregate Outstanding Balance shall be less than or equal to an amount equal to 50% of the aggregate as-is Appraised Value of all Borrowing Base Properties and (z) Adjusted Borrowing Base NOI shall be in an amount sufficient to produce a Minimum Implied Debt Service Ratio of not less than 2.00 to 1.00. 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 in form and substance acceptable to the Administrative Agent from a Responsible Officer either (i) any two of the Borrower following officers of the Parent (A) the chief executive officer, (B) the chief financial officer or (C) the chief accounting officer, or (ii) the vice president of capital markets of the Parent and any one of the following officers of the Parent (A) the chief executive officer, (B) the chief financial officer or (C) the chief accounting officer, certifying the matters referred to in the immediately preceding clauses (av)(A), (v)(B), (y) and (bz).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Parkway, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the current Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cii): (ai) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist, 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate 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 and (cii) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). 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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (ai)(x) and (bi)(y).
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Extension of Termination Date. Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (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 would 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 will be true and correct in all respects) immediately after giving effect to the requested extension of the Termination 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 accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and (c) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(d). 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 Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b).
Appears in 1 contract
Samples: Credit Agreement (NNN Reit, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the current Termination Date by six-six months in each case. For each desired extension, the case of each such 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Extension Request, the Termination Date shall be extended for six-six months effective upon receipt by the Administrative Agent of the such Extension Request and payment of the fee referred to in the following clause (cii): (ai) immediately prior to such extension and immediately after giving effect thereto, (x) no Default or Event of Default shall exist, 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 would 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 will be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate 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 is true and accurate correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Documents and (cii) the Borrower shall have paid the Fees payable under Section 3.6. (d2.09(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 a Responsible Officer of the Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (ai)(x) and (bi)(y).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at At least 30 90 days but not more than 90 120 days prior to the current Termination Date in respect of the Revolving Credit Facility or the Term Loan Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a single consecutive twelve-month extension of the applicable Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to promptly notify each Lender of such request and the Termination Date in respect of the Revolving Credit Facility and/or the Term Loan Facility, as applicable, in effect at such time shall, effective as at such Termination Date (the “Extension Date”), be extended for an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a copy certificate signed by a Responsible Officer of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditionsBorrower, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of dated the Extension Request and payment of the fee referred to in the following clause Date, stating that: (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (bi) the representations and warranties made of any Loan Party contained in Article IV or deemed made by the Borrower and each any other Loan Party Document, or which are contained in the Loan Documents to which any of them is a party would document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in to the case of a extent that any representation or warranty that is qualified by materiality, in which case such representation or warranty will materiality shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination such Extension Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and accurate correct in all material respects (except in the case of a representation or warranty or, if qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and (c), respectively, and (ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Borrower shall have paid Loan Parties are in compliance with the Fees payable under covenants contained in Section 3.6. (d). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from a Responsible Officer provisions of Sections 2.05, 2.06 and 6.01), the aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the Revolving Notes, if any, the Term Notes, if any, or any of the Borrower certifying other Loan Documents to the matters referred “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the immediately preceding clauses (a) and (b)Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two times, to may request that the Administrative Agent and the Lenders extend the current Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only one year by executing and delivering to the Administrative Agent at least 30 90 days but not more than 90 180 days prior to the current Termination Date, a written request for such extension in the form of Exhibit M (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty is shall be true and accurate 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 or waived or consented to by Requisite Lenders in accordance with the provisions of Section 13.7. and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(f). At any time Immediately prior to to, or as of the effectiveness of date 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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B). The Termination Date may be extended only one time pursuant to this Section.
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionone 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 days but not more than 90 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request extension request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will be true on and correct in all respects) immediately after giving effect to the requested extension as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.6.(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s 's request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. Subject to the terms of this Section, the Borrower The Company shall have the right, exercisable up to two times, right to request that the Administrative Agent and the Lenders extend the Termination Date by for either (i) an additional six-months month period, which extension right under this clause (i) shall be exercisable two times during the term of this Agreement, or (ii) an additional one-year period, which extension right under this clause (ii) shall be exercisable once during the term of this Agreement; provided that, in either case, if such six-month or one-year period, as applicable, shall end on a date that is not a Business Day, it shall end on the case of each such extensionimmediately preceding Business Day. 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 Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-six months or one year, as applicable, effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior on and as of the date of receipt by the Administrative Agent of written notice of the Borrower’s request to such extension extend the Termination Date and immediately after giving effect theretoas of the then existing Termination Date, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving with the same force and effect to the requested extension as if made on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) and (cy) the Borrower Borrowers shall have paid the Fees payable under Section 3.6. (d3.5.(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Company shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at At least 30 90 days but not more than 90 120 days prior to the current Termination Date in respect of the Revolving Credit Facility or the Term Loan Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a single consecutive twelve-month extension of the applicable Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to promptly notify each Lender of such request and the Termination Date in respect of the Revolving Credit Facility and/or the Term Loan Facility, as applicable, in effect at such time shall, effective as at such Termination Date (the “Extension Date”), be extended for an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a copy certificate signed by a Responsible Officer of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditionsBorrower, the Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of dated the Extension Request and payment of the fee referred to in the following clause Date, stating that: (c): (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (bi) the representations and warranties made of any Loan Party contained in Article IV or deemed made by the Borrower and each any other Loan Party Document, or which are contained in the Loan Documents to which any of them is a party would document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in to the case of a extent that any representation or warranty that is qualified by materiality, in which case such representation or warranty will materiality shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination such Extension Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and accurate correct in all material respects (except in the case of a representation or warranty or, if qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and (c), respectively, and (ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Borrower shall have paid Loan Parties are in compliance with the Fees payable under covenants contained in Section 3.6. (d). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from a Responsible Officer provisions of Sections 2.05, 2.06 and 6.01), the aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the Revolving Notes, if any, the Term Loan Notes, if any, or any of the Borrower certifying other Loan Documents to the matters referred “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the immediately preceding clauses (a) and (b).Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended. 57
Appears in 1 contract
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders agree to extend the Revolving Termination Date by six-months in the case of each such extensiona five month period. 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 (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Revolving Lenders if it receives an 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-five months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) the representations and warranties made or deemed made by the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party would 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 will shall be true and correct in all respects) immediately after giving effect to on the requested effective date of such extension of the Termination 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall have been true and accurate 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, and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(b). 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 Financial Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Broadstone Net Lease, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders agree to extend the Termination Date by six-months in the case of each such extensionone 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 Termination Date, a written request for such extension (an “Extension Request”)extension. The Administrative Agent shall forward to each Lender notify the Lenders if it receives such a copy of the Extension Request delivered to the Administrative Agent request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cy): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate 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 and (cy) the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(d). 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 the chief executive officer or chief financial officer of the Borrower Parent certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Excel Trust, Inc.)
Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in to May 18, 2016 (the case of each such extension“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 60 days prior to the current Termination Date, a written request for such extension (an the “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-months to the Extended Termination Date effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cx): (aw) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate 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, (cx) the Borrower shall have paid the Fees payable under Section 3.6. 3.5.(d), (d)y) at the time of receipt by the Administrative Agent of the Extension Request, the Borrower shall have received binding commitments reasonably satisfactory to the Administrative Agent pursuant to which financial institutions have agreed to provide financing in an aggregate principal amount sufficient to refinance at least (A) 50.0% of the outstanding principal amount of Non-Recourse Indebtedness of the Borrower’s Subsidiaries as of the Agreement Date scheduled to mature during the 2015 calendar year minus (B) the amount of such Secured Debt that has been defeased, satisfied or refinanced prior to the Borrower’s delivery of the Extension Request to the Administrative Agent and (z) no later than 10 Business Days prior to the current Termination Date, the Borrower shall have delivered to the Administrative Agent copies of the binding commitments descried in clause (y) above. 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 the chief executive officer, chief financial officer or vice president-treasurer of the Borrower Parent certifying the matters referred to in the immediately preceding clauses (ax)(A) and (bx)(B).
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Extension of Termination Date. Subject to the terms of this Section, the The Borrower shall have the right, exercisable up to two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in the case of each such extensionmonths. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 15 days but not more than 90 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the The Termination Date shall be extended for six-months effective upon receipt by the Administrative Agent of the Extension Request and payment the satisfaction of the fee referred to in the following clause conditions: (c): (ax) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, exist and (bB) 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 would 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 will shall be true and correct in all respects) immediately after giving effect to the requested extension on and as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is shall be true and accurate correct in all respects) on and as of such earlier date) except for changes in factual circumstances not prohibited under the Loan Documents and (cy) on or before the then current Termination Date, the Borrower shall have paid the Fees payable under Section 3.6. (d3.5.(b). 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 Borrower chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (ax)(A) and (bx)(B).
Appears in 1 contract
Samples: Term Loan Agreement (Washington Real Estate Investment Trust)
Extension of Termination Date. Subject to the terms of this SectionIf any Loans have been borrowed hereunder and are outstanding, the Borrower shall have the right, exercisable up to two timestwice, to request that the Administrative Agent and the Lenders extend the Termination Date by six-six (6) months in the case of each such extensionper extension (for a maximum total extension to March 11, 2022). The Borrower may exercise each such right only by executing and delivering to the Administrative Agent at least 30 15 days but not more than 90 30 days prior to the then current Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for six-six (6) months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (cb): (a) immediately prior to such extension and immediately after giving effect thereto, (i) 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 would 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 will be true on and correct in all respects) immediately after giving effect to the requested extension as of the Termination Date, 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 accurate correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty is true and accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents and (cb) the Borrower shall have paid the Fees payable under Section 3.6. (d). At any time prior to the effectiveness Agent for the account of any each Lender an extension fee equal to 0.0625% (i.e., 6.25 basis points) of the outstanding principal amount of such Lender’s Loans at the time of such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (a) and (b).”
Appears in 1 contract
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
