Extensions of Maturity. (a) Borrowers may, by notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the Lenders) at any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is twenty (20) days after such Xxxxxx receives notice from the Administrative Agent notifying such Lender of the Administrative Agent’s receipt of a notice from the Borrower Representative pursuant to Section 3.11(a), advise the Administrative Agent whether or not such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non- Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto. (c) The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxx, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”). (d) Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date). (e) Effective as of the effective date of the applicable Extension Amendment (the “Extension Effective Date”), the Maturity Date of each the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and of each New Extending Lender shall be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement. (f) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2. (g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary.
Appears in 1 contract
Samples: Revolving Facility Credit Agreement (Royal Gold Inc)
Extensions of Maturity.
(a) Borrowers mayNotwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time (provided such offers are made not less than 180 days prior to the Maturity Date), by notice BA to all Lenders of Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same maturity date) and on the same terms to each such Lender, BA may from time to time with the consent of any Lender that shall have accepted such offer (each such Lender, an “Extending Lender”) extend the maturity date of any Loans of such Lender only and otherwise modify the terms of such Loans of such Lender only, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans as so extended, as well as the original Loans not so extended, being an “Extension Tranche”; it being understood that any Extended Loans shall constitute a separate Tranche of Loans from the Borrower Representative Tranche of Loans from which they were converted), so long as the following terms are satisfied:
(i) no Specified Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Specified Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by BA and set forth in the relevant Extension Offer), the Loans of any Extended Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then latest maturity date of such non-extended Loans), (iii) the final maturity date of any Extended Loans shall be no earlier than the then latest maturity date of any Loan under this Agreement at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.3 for periods prior to the Maturity Date may not be increased with respect to such Extended Loans, (iv) the weighted average life to maturity of any Extended Loans shall be no shorter than the remaining weighted average life to maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by BA pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion: (1) the applicable Loan Party to any Mortgages shall have entered into, and delivered to the Collateral Agent, at the direction and in the sole discretion of the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent, and (2) the Borrowers shall have caused to be delivered to the Collateral Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages, (who ix) any Extension Offer is required to be in a minimum amount of at least $25,000,000 and (x) in connection with such Extension, the Administrative Agent shall promptly notify have received legal opinions, board resolutions, secretary’s certificates and other customary closing documents reasonably requested by the Lenders) at Administrative Agent. Notwithstanding anything to the contrary herein, no Lender shall be obligated to consent to any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”). Extension Offer.
(b) Each Lender, acting in its sole and individual discretion, shall, Extensions consummated by notice BA pursuant to this Section 3.3 shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.1 or Section 4.2.
(c) The Lenders hereby irrevocably authorize the Administrative Agent given not later than and the date (Collateral Agent to enter into amendments to this Agreement and the “Notice Date”) that is twenty (20) days after other Loan Documents with the Borrowers as may be necessary in order to establish new Extension Tranches or sub-Extension Tranches in respect of Extended Loans and such Xxxxxx receives notice from technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent notifying and the Borrowers in connection with the establishment of such Lender of new Extension Tranches or sub-Extension Tranches, in each case on terms consistent with this Section 3.3.
(d) In connection with any Extension, BA shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent’s receipt of a ) prior written notice from the Borrower Representative pursuant thereof, and shall agree to Section 3.11(a)such procedures, advise if any, as may be established by, or acceptable to, the Administrative Agent whether Agent, in each case acting reasonably, to accomplish the purposes of this Section 3.3.
(e) This Section 3.3 shall supersede any provisions in Section 4.8 (b) or not 11.1 to the contrary.
(f) If, in connection with any proposed Extension, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Offer (each such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (Lender, a “Non-Extending Lender”) shall notify then BA may, on notice to the Administrative Agent of and the Non-Extending Lender, replace such fact promptly after Non-Extending Lender by causing such determination Lender to (but in any event no later than and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the Notice Date) assignment fee and any Lender other costs and expenses to be paid by BA in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that does not so advise neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension; and provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption, except that in the event a Non-Extending Lender is replaced at any time prior to the fourth anniversary of the Closing Date, the Borrowers shall pay to such Non-Extending Lender an amount equal to the Applicable Premium. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 3.3(f).
(g) Following any Extension, with the written consent of BA, any Non-Extending Lender may elect to have all or before a portion of its Loans not so extended deemed to be an Extended Loan under the Notice applicable Extension Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extension Tranche; provided that (i) such Lender shall have provided written notice to Holdings and the Administrative Agent at least 10 Business Days prior to such Designation Date shall (or such shorter period as the Administrative Agent may agree in its reasonable discretion) and (ii) no more than three Designation Dates may occur in any one year period without the written consent of the Administrative Agent. Following a Designation Date, the Loans held by such Lender so elected to be extended will be deemed to be a Non- Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.
(c) The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxx, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date).
(e) Effective as of the effective date Extended Loans of the applicable Extension Amendment (the “Extension Effective Date”)Tranche, the Maturity Date of each the Lenders that have agreed so and any existing Loans held by such Lender not elected to extend their Maturity Date (eachbe extended, an “Extending Lender”) and of each New Extending Lender if any, shall continue to be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, no extension Loans of the Maturity Date shall become effective under this Section 3.11 unless (i) on the applicable Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.
(g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary. Tranche.
Appears in 1 contract
Extensions of Maturity.
(a) Borrowers mayNotwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time (provided such offers are made not less than 180 days prior to the Maturity Date), by notice BA to all Lenders of Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same maturity date) and on the same terms to each such Lender, BA may from time to time with the consent of any Lender that shall have accepted such offer (each such Lender, an “Extending Lender”) extend the maturity date of any Loans of such Lender only and otherwise modify the terms of such Loans of such Lender only, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans as so extended, as well as the original Loans not so extended, being a “Tranche”; it being understood that any Extended Loans shall constitute a separate Tranche of Loans from the Borrower Representative Tranche of Loans from which they were converted), so long as the following terms are satisfied:
(i) no Specified Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Specified Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by BA and set forth in the relevant Extension Offer), the Loans of any Extended Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then latest maturity date of such non-extended Loans), (iii) the final maturity date of any Extended Loans shall be no earlier than the then latest maturity date of any Loan under this Agreement at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.3 for periods prior to the Maturity Date may not be increased with respect to such Extended Loans, (iv) the weighted average life to maturity of any Extended Loans shall be no shorter than the remaining weighted average life to maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by BA pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion: (1) the applicable Loan Party to any Mortgages shall have entered into, and delivered to the Collateral Agent, at the direction and in the sole discretion of the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent, and (2) the Borrowers shall have caused to be delivered to the Collateral Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages, (who ix) any Extension Offer is required to be in a minimum amount of at least $25,000,000 and (x) in connection with such Extension, the Administrative Agent shall promptly notify have received legal opinions, board resolutions, secretary’s certificates and other customary closing documents reasonably requested by the Lenders) at Administrative Agent. Notwithstanding anything to the contrary herein, no Lender shall be obligated to consent to any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”). Extension Offer.
(b) Each Lender, acting in its sole and individual discretion, shall, Extensions consummated by notice BA pursuant to this Section 3.3 shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.1 or Section 4.2.
(c) The Lenders hereby irrevocably authorize the Administrative Agent given not later than and the date (Collateral Agent to enter into amendments to this Agreement and the “Notice Date”) that is twenty (20) days after other Loan Documents with the Borrowers as may be necessary in order to establish new Tranches or sub-Tranches in respect of Loans so extended and such Xxxxxx receives notice from technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent notifying and the Borrowers in connection with the establishment of such Lender of new Tranches or sub-Tranches, in each case on terms consistent with this Section 3.3.
(d) In connection with any Extension, BA shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent’s receipt of a ) prior written notice from the Borrower Representative pursuant thereof, and shall agree to Section 3.11(a)such procedures, advise if any, as may be established by, or acceptable to, the Administrative Agent whether Agent, in each case acting reasonably, to accomplish the purposes of this Section 3.3.
(e) This Section 3.3 shall supersede any provisions in Section 4.8 (b) or not 11.1 to the contrary.
(f) If, in connection with any proposed Extension, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Offer (each such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (Lender, a “Non-Extending Lender”) shall notify then BA may, on notice to the Administrative Agent of and the Non-Extending Lender, replace such fact promptly after Non-Extending Lender by causing such determination Lender to (but in any event no later than and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the Notice Date) assignment fee and any Lender other costs and expenses to be paid by BA in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that does not so advise neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension; and provided, further, that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption, except that in the event a Non-Extending Lender is replaced at any time prior to the third anniversary of the Closing Date, the Borrowers shall pay to such Non-Extending Lender an amount equal to the Applicable Premium. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 3.3(f).
(g) Following any Extension, with the written consent of BA, any Non-Extending Lender may elect to have all or before a portion of its Loans not so extended deemed to be an Extended Loan under the Notice applicable Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Tranche; provided that (i) such Lender shall have provided written notice to Holdings and the Administrative Agent at least 10 Business Days prior to such Designation Date shall (or such shorter period as the Administrative Agent may agree in its reasonable discretion) and (ii) no more than three Designation Dates may occur in any one year period without the written consent of the Administrative Agent. Following a Designation Date, the Loans held by such Lender so elected to be extended will be deemed to be a Non- Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.
(c) The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxx, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date).
(e) Effective as of the effective date Extended Loans of the applicable Extension Amendment (the “Extension Effective Date”)Tranche, the Maturity Date of each the Lenders that have agreed so and any Existing Loans held by such Lender not elected to extend their Maturity Date (eachbe extended, an “Extending Lender”) and of each New Extending Lender if any, shall continue to be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, no extension Loans of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.
(g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary. applicable Tranche.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Extensions of Maturity.
(a) Borrowers The BorrowerBorrowers may, by notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the Lenders) at any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”).
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is twenty (20) days after such Xxxxxx Lender receives notice from the Administrative Agent notifying such Lender of the Administrative Agent’s receipt of a notice from the Borrower Representative pursuant to Section 3.11(a), advise the Administrative Agent whether or not such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non- Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.
(c) . The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxxthe BorrowerBorrowers, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject . The BorrowerSubject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date).
(e) Effective as of the effective date of the applicable Extension Amendment (the “Extension Effective Date”), the Maturity Date of each the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and of each New Extending Lender shall be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would - 41 - result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.
(g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary. .
Appears in 1 contract
Samples: Revolving Facility Credit Agreement (Royal Gold Inc)
Extensions of Maturity.
(a) Borrowers mayNotwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time (provided such offers are made not less than 90 days prior to the Maturity Date of the applicable Loans), by notice the Borrower to all Lenders of Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same maturity date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer (each such Lender, an “Extending Lender”) extend the maturity date of any Loans of such Lender only and otherwise modify the terms of such Loans of such Lender only, pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing or decreasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans as so extended, as well as the original Loans not so extended, being an “Extension Tranche”; it being understood that any Extended Loans shall constitute a separate Tranche of Loans from the Tranche of Loans from which they were converted), so long as the following terms are satisfied:
(i) no Specified Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Specified Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Loans of any Extending Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of such non-extended Loans); provided, that if the “effective yield” applicable to a given tranche of Extended Loans (which, for such purposes only, shall be deemed to take account any then applicable interest rate margin, interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such loans and (y) four years) payable to all Extending Lenders providing such Extended Loans but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Extending Lenders providing such Extended Loans) determined as of the initial extension date for such Extended Loans exceeds the “effective yield” of any Initial Loans or any other tranche of Loans (unless the terms of such tranche provide that such tranche is not subject to this provision) (determined on the same basis as provided above, with the comparative determination to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practice) by more than 0.50% (the amount of such excess over 0.50% being the “Yield Differential”), the Applicable Margin for such Initial Loans or such other tranche of Loans subject to a Yield Differential shall automatically be increased by the Yield Differential effective upon the making or extension of the applicable Extended Loans, (iii) the final maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date of any Loan under this Agreement at the time of extension and the amortization schedule applicable to Loans pursuant to Section 2.3 for periods prior to the Maturity Date of the Loans may not be increased with respect to such Extended Loans, (iv) the weighted average life to maturity of any Extended Loans shall be no shorter than the remaining weighted average life to maturity of the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion: (1) the applicable Loan Party to any Mortgages shall have entered into, and delivered to the Collateral Agent, at the direction and in the sole discretion of the Administrative Agent a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent, and (2) the Borrower shall have caused to be delivered to the Collateral Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages, (who ix) any Extension Offer is required to be in a minimum amount of at least $10,000,000 and (x) in connection with such Extension, the Administrative Agent shall promptly notify have received legal opinions, board resolutions, secretary’s certificates and other customary closing documents reasonably requested by the Lenders) at Administrative Agent. Notwithstanding anything to the contrary herein, no Lender shall be obligated to consent to any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”). Extension Offer.
(b) Each Lender, acting in its sole and individual discretion, shall, Extensions consummated by notice the Borrower pursuant to this Section 3.3 shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 4.1 or Section 4.2.
(c) The Lenders hereby irrevocably authorize the Administrative Agent given not later than and the date (Collateral Agent to enter into amendments to this Agreement and the “Notice Date”) that is twenty (20) days after other Loan Documents with the Borrower as may be necessary in order to establish new Extension Tranches or sub-Extension Tranches in respect of Extended Loans and such Xxxxxx receives notice from technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent notifying and the Borrower in connection with the establishment of such Lender of new Extension Tranches or sub-Extension Tranches, in each case on terms consistent with this Section 3.3.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the Administrative Agent’s receipt of a ) prior written notice from the Borrower Representative pursuant thereof, and shall agree to Section 3.11(a)such procedures, advise if any, as may be established by, or acceptable to, the Administrative Agent whether Agent, in each case acting reasonably, to accomplish the purposes of this Section 3.3.
(e) This Section 3.3 shall supersede any provisions in Section 4.8(b) or not 11.1 to the contrary.
(f) If, in connection with any proposed Extension, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Offer (each such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (Lender, a “Non-Extending Lender”) shall notify then the Borrower may, on notice to the Administrative Agent of and the Non-Extending Lender, replace such fact promptly after Non-Extending Lender by causing such determination Lender to (but in any event no later than and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the Notice Date) assignment fee and any Lender other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that does not so advise neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension; and provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption and the Borrower shall pay to such Non-Extending Lender any premium required to be paid by Section 4.1(b). Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 3.3(f). Following any Extension, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or before a portion of its Loans not so extended deemed to be an Extended Loan under the Notice applicable Extension Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extension Tranche; provided that (i) such Lender shall have provided written notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date shall (or such shorter period as the Administrative Agent may agree in its reasonable discretion) and (ii) no more than three Designation Dates may occur in any one year period without the written consent of the Administrative Agent. Following a Designation Date, the Loans held by such Lender so elected to be extended will be deemed to be a Non- Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.
(c) The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxx, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date).
(e) Effective as of the effective date Extended Loans of the applicable Extension Amendment (the “Extension Effective Date”)Tranche, the Maturity Date of each the Lenders that have agreed so and any existing Loans held by such Lender not elected to extend their Maturity Date (eachbe extended, an “Extending Lender”) and of each New Extending Lender if any, shall continue to be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, no extension Loans of the Maturity Date shall become effective under this Section 3.11 unless (i) on the applicable Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.
(g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary. Tranche.
Appears in 1 contract
Samples: Credit Agreement (Silicon Graphics International Corp)
Extensions of Maturity.
(a) Borrowers The Borrower may, by notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the Lenders) at any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”). .
(b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that is twenty (20) days after such Xxxxxx Lender receives notice from the Administrative Agent notifying such Lender of the Administrative Agent’s receipt of a notice from the Borrower Representative pursuant to Section 3.11(a), advise the Administrative Agent whether or not such Lender agrees to such extension; each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non- Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension of the Maturity Date pursuant to this Section 3.11 shall become effective unless the Majority Lenders have consented thereto.
(c) The Administrative Agent shall promptly notify the Borrower Representative of each Lender’s determination under this Section. In connection with any extension of the Maturity Date, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxxthe Borrower, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, to reflect any changes necessary or appropriate, in the opinion of the Administrative Agent, to give effect to such extension in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject to compliance with the Non-Bank Rules, Borrowers The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent of the Administrative Agent (not to be unreasonably withheld or delayed)) (each, a “New Extending Lender”) as provided in Section 8.3(a); provided that each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder on such date). .
(e) Effective as of the effective date of the applicable Extension Amendment (the “Extension Effective Date”), the Maturity Date of each the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and of each New Extending Lender shall be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement. .
(f) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower RepresentativeBorrower, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2. .
(g) This Section shall supersede any provisions in Sections 14.14 or 14.17 to the contrary. .
Appears in 1 contract
Samples: Loan Agreement (Royal Gold Inc)
Extensions of Maturity.
(a) Borrowers The Company may, by notice from the Borrower Representative to the Administrative Agent (who shall promptly notify the Lenders) at any time, request that each Lender extend such Lender’s Maturity Date to a later date (the “Extended Maturity Date”).
(b) Each Lender, acting in its sole and individual discretion, shall, by written notice to the Administrative Agent given not later than from time to time, request an extension (each, an “Extension”) of the maturity date of all or a portion of the Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the Commitments that will be subject to the Extension (which shall be in minimum increments of $10,000,000 and a minimum amount of $100,000,000) and (ii) set forth the date on which such Extension is requested to become effective (the “Notice Date”which shall be not less than ten (10) that is twenty Business Days nor more than sixty (2060) days after the date of such Xxxxxx receives notice from Extension notice). Each Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent notifying such Lender and the Company. If the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the Administrative Agent’s receipt relevant Extension Offer shall exceed the maximum aggregate principal amount of a notice from Commitments subject to the Borrower Representative pursuant to Section 3.11(a)Extension Offer as set forth in the Extension notice, advise then the Administrative Agent whether or not such Lender agrees Commitments shall be extended ratably up to such extension; maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
(b) The following shall be conditions precedent to the effectiveness of any Extension: (i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties set forth in Article III and in each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date other Loan Document shall be deemed to be a Non- Extending Lender. The election of any Lender to agree to such extension made and shall not obligate any other Lender to so agree. Notwithstanding anything to the contrary, no extension be true and correct in all material respects on and as of the Maturity Date pursuant effective date of such Extension (other than (i) such representations as are made as of a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) such representations that are qualified by materiality or as to Material Adverse Effect in the text thereof, in which case such representations and warranties shall be true and correct in all respects), (iii) the terms of such extended Commitments shall comply with paragraph (c) of this Section 3.11 Section, (iv) the Issuing Bank and the Swingline Lender shall become effective unless the Majority Lenders have consented theretoto any Extension and (iv) the aggregate amount of the extended Commitments shall be at least $100,000,000.
(c) The terms of an Extension shall be identical to all other Commitments hereunder; provided that (i) the final maturity date of any extended Commitment shall be as agreed among the Company and the Lenders extending their Commitments but in no event earlier than the Maturity Date, (ii) the pricing, interest rate margins, interest rate floors and any fees payable with respect to any extended Commitments may be different than those Commitments that are not being extended, provided that if the pricing, interest rate margins, interest rate floors or fees (other than arrangement, underwriting or like fees) payable with respect to any extended Commitments are greater than those payable hereunder before giving effect to any such extension, the pricing, interest rate margins, interest rate floors or fees payable to all Commitments shall be increased in connection therewith, (iii) any upfront or similar fees payable to Lenders extending their Commitments need not be shared with Lenders that are not extending their Commitments and (iv) the terms of an Extension may provide for additional terms different than the terms of any other Commitments hereunder solely to the extent that any such terms do not apply until after the Maturity Date and the repayment in full of all Obligations (other than (x) any contingent indemnification obligation or similar contingent obligation not yet due and payable, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (z) any Obligations in respect of participations in Letters of Credit or Swingline Loans that are reallocated to those Commitments that are being extended) corresponding to Commitments that have not been so extended.
(d) In connection with any Extension, the Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the Borrower Representative effectiveness of each Lender’s determination under Extension. Any amendment of this Section. In connection with any extension Agreement in respect of the Maturity DateExtension may, this Agreement and the other Credit Documents may be amended in a writing executed and delivered by Xxxxxxxxx, the Administrative Agent, the Extending Lenders and the New Extending Lenders without the consent of any other Lender, effect such amendments to reflect any changes this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrowers, to give effect implement the terms of any such Extension, including any amendments necessary to establish extended Commitments as a new class or tranche of Commitments such extension other technical amendments as may be necessary or appropriate in accordance with its terms as set forth herein (each, an “Extension Amendment”).
(d) Subject to compliance with the Non-Bank Rules, Borrowers shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more banks or financial institutions (subject to the consent reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new class or tranche (not including to be unreasonably withheld preserve the pro rata treatment of the extended and non-extended classes or delayed)) (eachtranches, a “New Extending Lender”) to permit the non-pro rata payment of principal, interest and fees to the non-extending class on or prior to the Maturity Date, to permit the non-pro rata payment of fees, interest and other amounts to the extending class as provided set forth in Section 8.3(a2.22(c); provided that , and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any class or tranche), in each of such New Extending Lenders shall enter into an instrument substantially in the form of Exhibit B hereto pursuant to which such New Extending Lender shall purchase a Loan and commitment (and, if any such New Extending Lender is already a lender, such Loan and commitment shall be in addition to any other Loan or commitment of such Lender hereunder case on such date). terms consistent with this section.
(e) Effective as of the effective date of the applicable Extension Amendment (the “Extension Effective Date”), the Maturity Date of each the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and of each New Extending Lender shall be extended to the Extended Maturity Date and each New Extending Lender shall thereupon become a “Lender” for all purposes of this Agreement.
(f) Notwithstanding the foregoing, no extension of the Maturity Date shall become effective under this Section 3.11 unless (i) on the Extension Effective Date, the conditions set forth Sections 12.1(b) and (c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated the Extension Effective Date and executed by a Responsible Officer of the Borrower Representative, (ii) all reasonable fees and expenses owing to the Administrative Agent, the Extending Lenders and the New Extending Lenders shall have been paid, (iii) no Default has occurred and is continuing or would result therefrom and (iv) the Administrative Agent shall have received (with sufficient copies for each of such Extending Lenders) legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and substantially consistent with those delivered on the Closing Date under Section 12.2.
(g) This Section shall supersede any provisions in Sections 14.14 Section 2.17 or 14.17 9.02 to the contrary.
Appears in 1 contract
