Maturity Date Extension. The Borrower shall be entitled to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II
Appears in 3 contracts
Samples: Senior Unsecured Credit Agreement (LaSalle Hotel Properties), Senior Unsecured Credit Agreement (LaSalle Hotel Properties), Senior Unsecured Credit Agreement (LaSalle Hotel Properties)
Maturity Date Extension. (a) The term (the “Term”) of the Commitments (and each Bank’s obligations to make Loans hereunder) shall terminate and expire on the Maturity Date, subject, however, to the provisions of Subsection 2.10(b) hereof. Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon) and all other Obligations other than with respect to Letters of Credit, shall be due and payable on such date.
(b) Borrower shall be entitled have one option (the “Extension Option”) to extend the Maturity Date Date, for up to two an additional twelve (212) six-month extensions; provided that period, upon the following terms and conditions: (i) no Default then exists, (ii) the delivery by Borrower gives of written notice thereof to the Administrative Agent, at least ninety Agent (90the “Extension Notice”) days but no on or before the date which is not more than one hundred twenty (120) days nor less than thirty (30) days prior to the initial current Maturity Date or (which Extension Notice, the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior Administrative Agent shall promptly deliver to the initial Maturity Date Banks); (ii) no Default or Event of Default shall have occurred and be continuing both on the First date Borrower delivers the Extension Maturity Date, as the case may be, the Borrower pays Notice to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of and on the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be extension period (the “Extension Date”), stating that: ; (aiii) each of the representations and warranties of Borrower and each Qualified Borrower contained in Article IV are this Agreement (other than representations and warranties which expressly speak of a different date) shall be true and correct in all material respects on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, Date; and (civ) Borrower shall pay to the BorrowerAdministrative Agent, Parent and each Material Subsidiary is in compliance with for the covenants contained in Article VII immediately before andaccount of the Banks, on a pro forma basisthe Extension Date, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such complianceExtension Fee. The Borrower’s delivery of written notice to extend the Extension Notice shall be irrevocable.
(c) Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon and all other Obligations) shall be due and payable on such date and Borrower shall comply with the Administrative Agent shall promptly notify each Bank provisions of any such notice. In connection with any such extensionSection 2.18, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIif applicable.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eop Operating LTD Partnership), Revolving Credit Agreement (Eop Operating LTD Partnership)
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have the option to extend (each extension, an “Extension”) the term of the Loan (the “First Extension”) from February 1, 2016 (the “Original Maturity Date”) to February 1, 2017 (for purposes of this Section, the “First Extended Maturity Date”), and upon the expiration of the First Extension, Borrower shall have the option to extend the term of the Loan (the “Second Extension”) from the First Extended Maturity Date to February 1, 2018 (for purposes of this Section, the “Second Extended Maturity Date”), each such Extension being subject to the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Agent with written notice of Borrower’s request to exercise its option to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial Maturity Date or (i) the First Extension Original Maturity Date, as in the case may beof the First Extension, written and (ii) the First Extended Maturity Date, in the case of the Second Extension.
(b) As of the date of Borrower’s delivery of the notice of request to exercise its option to extend, and as of the then existing Maturity Date, no Event of Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge.
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower’s sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such extension, title insurance endorsements reasonably required by Agent to the extent available in each jurisdiction in which an applicable Property is located.
(iiid) on or Immediately prior to the initial commencement of each Extension, Borrower shall pay to Agent, for account of the Lenders (pro rata in accordance with their Commitment Percentage), on or before the applicable Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee for each such extension in the amount of one quarter of one percent (0.25%) of an amount equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be then existing total Committed Amount (the “Extension Fee”).
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents.
(f) Immediately prior to the commencement of the Extension, the Principal Balance shall not exceed the then current Availability Amount (based on evidence reasonably satisfactory to Agent, including updated Appraisals of the Properties commissioned by Agent and approved by Agent and Lenders); provided, however, if the Principal Balance exceeds the then current Availability Amount, Borrower may pay down the Principal Balance to an amount equal to the Availability Amount.
(g) Guarantors shall be in compliance with their respective financial covenants set forth in the Guaranty, and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed from each Guarantor certifying such compliance and such other information reasonably required by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV Agent to confirm that Guarantors are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with such financial covenants to the covenants contained in Article VII immediately before and, on a pro forma basisextent such information is required pursuant to Section 5.4 below. Without limiting the foregoing, immediately after prior to commencement of the extensionExtension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend Guarantors’ combined Net Worth shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IInot less than $250,000,000.00.
Appears in 2 contracts
Samples: Modification and Additional Advance Agreement, Modification and Additional Advance Agreement (KBS Real Estate Investment Trust III, Inc.)
Maturity Date Extension. The Borrower If not sooner paid in accordance with the terms hereof, the Principal Balance, together with all unpaid interest accrued thereon, shall be entitled to extend due and payable, in full, on the Maturity Date; provided, however, the Maturity Date may be extended for up to two (2) six-month extensions; provided that additional periods of nine (i9) no Default then existsmonths each (individually, the “First Extension Period” and the “Second Extension Period” and collectively, the “Extension Periods”) upon the written request (iithe “Extension Request”) the of Borrower gives the Administrative Agent, at least given not less than thirty (30) days nor more than ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date then existing, each such extension being subject to satisfaction of all of the following conditions:
(a) Payment on or before the First first day of each Extension Maturity DatePeriod of the Extension Fee;
(b) With respect to the Second Extension Period, the Extension Debt Service Test shall be satisfied as of the first day of such Extension Period, as the case may be, written notice of such extension, determined by Agent in its sole discretion exercised in good faith (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative assuming that all principal and interest payments due hereunder are paid in a timely manner after receipt by Agent for the ratable benefit of the Banks Extension Request); provided, however, if the Extension Debt Service Test is not satisfied, Borrower may elect to satisfy this condition by paying a principal curtailment in an extension fee equal amount sufficient to 0.075% of reduce the Total Commitments that will exist Principal Balance as of the first day of the Second Extension Period such that the Extension Debt Service Test shall be satisfied as of such date, as determined by Agent in its sole discretion exercised in good faith (assuming that all principal and interest payment due hereunder are paid in a timely manner after receipt by Agent of the Extension Request);
(c) At the time of each Extension Request and on the first or second six-month day of each Extension Period, there shall exist no uncured Event of Default (as hereinafter defined);
(d) Borrower shall deliver to Agent a title bringdown or, in the event Agent requires that any documentation be recorded in connection with such extension, an endorsement to the existing title insurance policy held by Agent on behalf of the Lenders in connection with the Loan, bringing current the effective date of such coverage setting forth no liens or encumbrances other than Permitted Encumbrances and stating that the coverage afforded by such title insurance policy, or the agreements thereunder, shall not be affected because of such extension;
(e) Completion of the Improvements has been achieved to the satisfaction of Agent and all certificates of occupancy and use permits shall have been issued in connection therewith;
(f) Borrower shall deliver to Agent all financial information relating to Borrower and the Guarantor required hereunder, and such information shall reflect that no Materially Adverse Effect (as defined in the case may be (the “Extension Fee”Deed of Trust), financial or otherwise, as determined by Agent, in its sole discretion exercised in good faith, shall have occurred with respect to Borrower;
(g) Borrower shall deliver to Agent on or before the then existing Maturity Date such documentation as Agent may reasonably require in connection with such proposed extension, all of which shall be in form and substance acceptable to Agent;
(ivh) Borrower shall pay all costs and expenses reasonably incurred by or on behalf of Agent in connection with such extension, including appraisal fees, internal or external appraisal review fees, inspection fees, legal fees and such other professional services which Agent requires; Borrower shall also pay survey costs and costs of environmental studies and reports if such survey(s) and/or environmental studies or reports are deemed necessary by Agent pursuant to Agent’s internal policies or pursuant to applicable laws, rules or regulations; the Administrative payment by Borrower of these costs and expenses shall not be credited, in any way or to any extent, against any portion of the outstanding balance of the Loan; and
(i) At the time of each Extension Request and on the first day of each Extension Period, Agent shall have received on or prior determined that the Loan is in balance pursuant to Section 3.2. Notwithstanding Borrower’s right to extend the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the ParentLoan as set forth above, dated as Borrower hereby agrees that Agent and the Lenders shall have no commitment or obligation to extend the Maturity Date unless each of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may foregoing conditions shall have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIbeen satisfied.
Appears in 2 contracts
Samples: Construction Loan Agreement (Saul Centers Inc), Construction Loan Agreement (Saul Centers Inc)
Maturity Date Extension. The Borrower If not sooner paid in accordance with the terms hereof, the Principal Balance, together with all unpaid interest accrued thereon, shall be entitled to extend due and payable, in full, on the Maturity Date; provided, however, the Maturity Date may be extended for up to two one (21) six-month extensions; provided that additional period of one (i1) no Default then exists, year (iithe “Extension Period) upon the written request (the “Extension Request”) of Borrower gives the Administrative Agent, at least ninety given not less than thirty (9030) days but no nor more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as such extension being subject to satisfaction of all of the case may be, written notice of such extension, (iii) following conditions:
A. Payment on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of before the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer Period of the Parent, dated as Extension Fee set forth in the Fee Letter;
B. At the time of the initial Maturity Date or Extension Request and on the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as first day of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this AgreementPeriod, (b) there shall exist no Default or uncured Event of Default has occurred (as hereinafter defined) or event which, with the giving of notice or passage of time, or both, could become an Event of Default;
C. Borrower shall deliver to Agent all financial information relating to Borrower and is continuing or would result from such extensionGuarantor required hereunder, and (c) the Borrowersuch information shall reflect that no material adverse change, Parent and each Material Subsidiary is financial or otherwise, as determined by Agent, in compliance its sole discretion, shall have occurred with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate respect to Borrower or other reasonable supporting information demonstrating such compliance. The Guarantor; Notwithstanding Borrower’s delivery of written notice right to extend shall be irrevocablethe Maturity Date of the Loan as set forth above, Borrower hereby agrees that Agent and the Administrative Agent Lenders shall promptly notify have no commitment or obligation to extend the Maturity Date beyond December 19, 2010 unless each Bank of any such notice. In connection with any such extension, the parties hereto foregoing conditions shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIhave been satisfied.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Saul Centers Inc), Revolving Credit Agreement (Saul Centers Inc)
Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants set forth in Section 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., in respect of the Extension Date described in clause (ii) of the definition thereof), a Total Leverage Ratio of less than 6.20:1.00, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance). Following the delivery of an Extension Request, if (a) on the Business Day preceding the applicable Extension Date, the Borrower shall have paid to the Administrative Agent (for the account of each Lender), a non-refundable extension fee with respect to such Extension Request equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of Tranche B-1 Term Loans and Tranche B-2 Term Loans of such Lender on such day and (y) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), (b) as of such Extension Date, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or would result from any other Loan Document shall be true and correct in all material respects on and as of such extensiondate (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and (c) the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower, Parent dated as of the Extension Date, certifying that (I) the conditions set forth in the preceding clause (b) are satisfied and each Material Subsidiary (II) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants contained set forth in Article VII immediately before andSection 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., on in respect of the Extension Date described in clause (ii) of the definition thereof), a pro forma basisTotal Leverage Ratio of less than 6.20:1.00, immediately in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance), then the Maturity Date shall be automatically extended to the date occurring twelve (12) months after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliancethen existing Maturity Date. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify the Borrower and each Bank Lender of the effectiveness of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 2 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing or would result from and (ii) the Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants set forth in Section 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., in respect of the Extension Date described in clause (ii) of the definition thereof), a Total Leverage Ratio of less than [ ](16):1.00, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such extensioncompliance). Following the delivery of an Extension Request, if, on the Business Day preceding the applicable Extension Date, the Borrower shall have (i) paid to the Administrative Agent (for the account of each Lender), an extension fee equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of Term Loans of such Lender on such day and (y) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), and (cii) delivered an officer’s certificate of a Responsible Officer of the Borrower certifying that (I) no Default has occurred and is continuing on such Business Day, (II) the Borrower, Parent and each Material Subsidiary Borrower is in compliance on a Pro Forma Basis with (x) each of the covenants contained set forth in Article VII immediately before andSection 7.11 and (y) in the case of the second Extension Request delivered pursuant to this Section 2.14 (i.e., on in respect of the Extension Date described in clause (ii) of the definition thereof), a pro forma basisTotal Leverage Ratio of less than [ ](17):1.00, immediately in each case as of the last day of the most recently ended Test Period (setting forth in
(16) Ratio to be a 1/4 turn inside the Total Leverage Ratio covenant requirement set forth in Section 7.11(a) for the fiscal quarter ending after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery sixth anniversary of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIClosing Date.
(17) See previous footnote.
Appears in 1 contract
Samples: Restructuring Support Agreement (Station Casinos Inc)
Maturity Date Extension. The Provided there exists no Event of Default, monetary Default or non-monetary material Default, Borrower shall be entitled have the option, once only, to extend the Maturity Date maturity date of the Loan and the Other Loan (collectively, the "Total Loan") for up to two twelve (212) six-month extensions; provided that months so long as (i) no Default then existsthe Improvements have been substantially completed as contemplated in Section 6.08, (ii) Administrative Agent shall have received a notice of the Borrower gives the Administrative Agent, at least ninety request for extension within thirty (9030) days but no more than to one hundred twenty (120) days prior to the initial Maturity Date or the First Extension scheduled Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on behalf of Lenders on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer an extension fee in an amount equal to 0.10% (ten basis points) of the Parentsum of the aggregate Principal Amount of the Total Loan and the aggregate unadvanced portion of the Total Loan (such sum, dated the "Total Commitment"), (iv) the ratio of the Total Commitment to the current market value of the Mortgaged Property remaining subject to the Mortgage as determined by an appraisal ordered and received by Administrative Agent in conjunction with the request for extension shall not exceed 70% (provided Borrower may unilaterally reduce the Total Commitment to the extent then undrawn pursuant to documentation reasonably satisfactory in form and substance to Administrative Agent), (v) the Debt Service Coverage Ratio (which for purposes of this Section 9.04 shall be calculated based on the tenants in possession of their space under Leases approved or deemed approved in accordance with this Agreement and who are then actually paying rent (i.e., not in a free rent period) as of the initial Maturity Date or to be extended and without regard to the First Extension Maturity Datelength of the period for which any such tenant shall have been paying rent) for the four (4) Measurement Periods to follow shall not be less than 1.05 to 1.0, (vi) any interest rate hedging product then in effect pursuant to Section 6.23 has been extended for the extension term for the Total Commitment (as the case same may be reduced as contemplated above and based on the then outstanding principal balance of the Loan and the Other Loan and the contemplated draw schedule then in effect with respect to the remaining unfunded Total Commitment (as the “Extension Date”same may have been so reduced)), stating that: unless the LIBO Rate with an Interest Period of one (a1) month has been less than 6.25% for the two (2) consecutive weeks prior to the maturity date to be extended, (vii) Borrower shall have delivered to Administrative Agent with the extension notice a certificate (which shall be deemed remade as of the maturity date to be extended), that the representations and warranties contained (other than those made as of a specific date) made to Administrative Agent and/or Lenders herein, in Article IV are the other Loan Documents and in any other document, certificate or statement executed or delivered to Administrative Agent and/or Lenders in connection with the Loan or the Other Loan shall be true and correct on and as of the applicable Extension date of the maturity date with the same effect as if made on such date except for Certain Changes, (viii) Borrower executes and delivers an extension agreement with respect to the Notes and the Other Note and Guarantor reaffirms its obligations under the Guaranty pursuant to documentation reasonably satisfactory in form and substance to Administrative Agent, (ix) Administrative Agent shall have received evidence reasonably satisfactory to it that the financial covenants set forth in paragraph 12 of the Guaranty continue to be satisfied and (x) Borrower shall have paid all reasonable actual, out-of-pocket costs and expenses (including reasonable attorneys' fees and expenses) of Administrative Agent in connection with such extension. Any such notice of extension by Borrower may be withdrawn by Borrower in a notice to Administrative Agent on or prior to the maturity date, so long as, in connection with such withdrawal, the amounts owed pursuant to clause (x) above are paid within ten (10) days after Administrative Agent's demand therefor but in any event on or prior to the Maturity Date as such representations and warranties (provided Borrower receives at least one (1) Business Day's notice thereof). If Borrower is unable to extend due solely to the failure to meet the Debt Service Coverage Ratio test set forth in clause (v) above, Borrower may have changed based upon events on or activities not prohibited by prior to the maturity date to be extended either (x) (subject to the prepayment provisions set forth in this Agreement) prepay the Total Loan by an amount such that upon recomputation of such Debt Service Coverage Ratio test the condition set forth in clause (v) above is then satisfied or (y) deposit cash collateral in an account under the sole dominion and control of Administrative Agent which is assigned, pledged and/or delivered to Administrative Agent pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent in an amount (bthe "Reduction Amount") no Default which if it were to be applied in prepayment of the Total Loan would result in the Debt Service Coverage Ratio test set forth in clause (v) above being satisfied or (z) deliver to Administrative Agent an irrevocable unconditional letter of credit issued by an Approved LC Bank in the Reduction Amount, which letter of credit shall name Administrative Agent as the beneficiary thereof, shall be available at sight and shall otherwise be in form and substance reasonably acceptable to Administrative Agent and can be presented for payment in the Borough of Manhattan, New York (any such letter of credit, the "Extension LC"). If an Event of Default has occurred shall occur and is continuing or would result from such extensioncontinuing, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank at the option of any such notice. In connection with any such extensionthe Required Lenders, apply the parties hereto amounts on deposit pursuant to clause (y) above or which are available under the Extension LC in reduction of the principal and/or interest under the Loan and the Other Loan as Administrative Agent shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIelect.
Appears in 1 contract
Maturity Date Extension. (a) The term (the "Term") of the Commitments (and each ---- Bank's obligations to make Loans hereunder) shall terminate and expire on the Maturity Date, subject, however, to the provisions of Subsection 2.9(b) hereof.
(b) Borrower shall be entitled have one option (the "Extension --------- Option") to extend the Maturity Date Date, for up to two an additional twelve (212) six-month extensions; provided that period ------ (the "Extension Term"), upon the following -------------- 45
(i) no Default then exists, (ii) the delivery by Borrower gives of written notice thereof to the Administrative Agent, at least Agent (the "Extension Notice") on or before the date which shall ---------------- not be earlier than ninety (90) days but no more nor later than one hundred twenty sixty (12060) days prior to the initial current Maturity Date or the First (which Extension Maturity DateNotice, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior promptly deliver to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be Banks); (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bii) no Default or Event of Default has shall have occurred and is be continuing or would result from both on the date Borrower delivers the Extension Notice to the Administrative Agent and on the first day of the Extension Term (the "Extension Date"); (iii) each of the representations and warranties of -------------- Borrower contained in this Agreement (other than representations and warranties which expressly speak of a different date) shall be true and correct in all material respects on and as of the Extension Date; and (iv)the day immediately preceding the first day of the Extension Term, Borrower shall pay to the Administrative Agent, for the account of the Banks the Extension Fee (the payment of the Extension Fee on such extension, and date being a condition precedent to the Extension Term). Borrower's delivery of the Extension Notice shall be irrevocable.
(c) Upon the Borrowerdate of the termination of the Term, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, any Loans then outstanding (together with a Compliance Certificate or accrued interest thereon and all other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend Obligations) shall be irrevocable, due and the Administrative Agent shall promptly notify each Bank of any payable on such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIdate.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carramerica Realty Corp)
Maturity Date Extension. (a) The term (the “Term”) of the Commitments (and each Bank’s obligations to make Loans hereunder) shall terminate and expire on the Maturity Date, subject, however, to the provisions of Subsection 2.9(b) hereof.
(b) Borrower shall be entitled have one option (the “Extension Option”) to extend the Maturity Date Date, for up to two an additional twelve (212) six-month extensions; provided that period (the “Extension Term”), upon the following terms and conditions: (i) no Default then exists, (ii) the delivery by Borrower gives of written notice thereof to the Administrative Agent, at least Agent (the “Extension Notice”) on or before the date which shall not be earlier than ninety (90) days but no more nor later than one hundred twenty sixty (12060) days prior to the initial current Maturity Date or (which Extension Notice, the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior Administrative Agent shall promptly deliver to the initial Maturity Date Banks); (ii) no Default or Event of Default shall have occurred and be continuing both on the First date Borrower delivers the Extension Maturity Date, as the case may be, the Borrower pays Notice to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of and on the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be Term (the “Extension Date”), stating that: ; (aiii) each of the representations and warranties of Borrower contained in Article IV are this Agreement (other than representations and warranties which expressly speak of a different date) shall be true and correct in all material respects on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, Date; and (civ) on the Borrowerday immediately preceding the first day of the Extension Term, Parent and each Material Subsidiary is in compliance with Borrower shall pay to the covenants contained in Article VII immediately before andAdministrative Agent, for the account of the Banks the Extension Fee (the payment of the Extension Fee on such date being a pro forma basis, immediately after condition precedent to the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such complianceExtension Term). The Borrower’s delivery of written notice to extend the Extension Notice shall be irrevocable.
(c) Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon and the Administrative Agent all other Obligations) shall promptly notify each Bank of any be due and payable on such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIdate.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carramerica Realty Corp)
Maturity Date Extension. (a) The term (the “Term”) of the Commitments (and each Bank’s obligations to make Loans) shall terminate and expire on the Maturity Date. Upon the date of the termination of the Term, any Loans then outstanding (together with accrued interest thereon and all other Obligations other than with respect to Letters of Credit) shall be due and payable on such date.
(b) Borrower shall be entitled have one option (the “Extension Option”) to extend the Maturity Date Date, for up an additional twelve (12) month period, upon the following terms and conditions: (I) delivery by Borrower of written notice thereof to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety Agent (90the “Extension Notice”) days but no more than one hundred twenty on or before the date which is thirty (12030) days prior to the initial current Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, but in no event more than one hundred eighty (iii180) on or days prior to the initial current Maturity Date or the First (which Extension Maturity Date, as the case may beNotice, the Administrative Agent shall promptly deliver to the Banks); (ii) no Event of Default shall have occurred and be continuing both on the date Borrower pays delivers the Extension Notice to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of and on the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be extension period (the “Extension Date”), stating that: ; (aiii) each of the representations and warranties contained in Article IV are this Agreement and the other Loan Documents (other than representations and warranties which expressly speak of a different date and other than the representation and warranty set forth in Section 4.4(c)(I)) shall be true and correct in all material respects on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, Date; and (civ) Borrower shall pay to the BorrowerAdministrative Agent, Parent and each Material Subsidiary is for the account of the Banks, ratably in compliance with the covenants contained in Article VII immediately before andproportion to their respective Commitments, on a pro forma basisthe Extension Date, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such complianceExtension Fee. The Borrower’s delivery of written notice to extend the Extension Notice shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 1 contract
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have the option to extend (each extension, an "Extension") the term of the Loan (the "First Extension") from the Maturity Date (the "Original Maturity Date") to a date that is twelve (12) months following the Original Maturity Date (for purposes of this Section, the "First Extended Maturity Date"), and upon the expiration of the First Extension, Borrower shall have the option to extend the term of the Loan (the "Second Extension") from the First Extended Maturity Date to a date that is twelve (12) months following the First Extended Maturity Date (for purposes of this Section, the "Second Extended Maturity Date"), each such Extension being subject to the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Agent with written notice of Borrower's request to exercise its option to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial Maturity Date or (i) the First Extension Original Maturity Date, as in the case may beof the First Extension, written and (ii) the First Extended Maturity Date, in the case of the Second Extension.
(b) As of the date of Borrower's delivery of the notice of request to exercise its option to extend, and as of the then existing Maturity Date, no Event of Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge.
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower's sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such extension, title insurance endorsements reasonably required by Agent to the extent available in each jurisdiction in which an applicable Property is located.
(iiid) on or Immediately prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit commencement of the Banks Extension, Borrower shall pay to Agent an extension fee in the amount specified in the Fee Letter.
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents.
(f) Immediately prior to the commencement of the Extension, the Principal Balance shall not exceed the then current Availability Amount (based on evidence reasonably satisfactory to Agent, including updated Appraisals of the Properties commissioned by Agent and approved by Agent and Lenders); provided, however, if the Principal Balance exceeds the then current Availability Amount, Borrower may pay down the Principal Balance to an amount equal to 0.075% of the Total Commitments that will exist as of Availability Amount.
(g) Guarantors shall be in compliance with their respective financial covenants set forth in the first day of the first or second six-month extension, as the case may be (the “Extension Fee”)Guaranty, and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed from each Guarantor certifying such compliance and such other information reasonably required by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV Agent to confirm that Guarantors are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with such financial covenants to the covenants contained in Article VII immediately before and, on a pro forma basisextent such information is required pursuant to Section 5.4 below. Without limiting the foregoing, immediately after prior to commencement of the extensionExtension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend Guarantors' combined Net Worth shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IInot less than $250,000,000.00.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have the option to extend (each extension, an "Extension") the term of the Loan (the "First Extension") from the Maturity Date (the "Original Maturity Date") to a date that is twelve (12) months following the Original Maturity Date (for purposes of this Section, the "First Extended Maturity Date"), and upon the expiration of the First Extension, Borrower shall have the option to extend the term of the Loan (the "Second Extension") from the First Extended Maturity Date to a date that is twelve (12) months following the First Extended Maturity Date (for purposes of this Section, the "Second Extended Maturity Date"), each such Extension being subject to the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Agent with written notice of Borrower's request to exercise its option to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial Maturity Date or (i) the First Extension Original Maturity Date, as in the case may beof the First Extension, written and (ii) the First Extended Maturity Date, in the case of the Second Extension.
(b) As of the date of Borrower's delivery of the notice of request to exercise its option to extend, and as of the then existing Maturity Date, no Event of Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge.
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower's sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such extension, title insurance endorsements reasonably required by Agent to the extent available in each jurisdiction in which an applicable Property is located.
(iiid) on or Immediately prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit commencement of the Banks Extension, Borrower shall pay to Agent an extension fee in the amount specified in the Fee Letter.
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents.
(f) Immediately prior to the commencement of the Extension, the ratio of the then applicable Committed Amount to the then "As-Is" appraised value (based on evidence reasonably satisfactory to Agent, including, if required by Agent or Borrower, updated Appraisals approved by Agent) of the Properties (the "Commitment-to-Value Ratio") shall not exceed the Maximum Committed Amount Leverage Ratio, as calculated by Agent; provided, however, if the required Commitment-to-Value Ratio is not met, Borrower may permanently reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Commitment-to-Value Ratio to not exceed the Maximum Committed Amount Leverage Ratio and, to the extent that the Principal Balance is in excess of the then reduced Committed Amount, a principal payment shall be made (without the payment of any prepayment fee, other than Interest Differential amounts and sums owing under Section 1.10, and Swap Contract fees or breakage amounts) to reduce the Principal Balance such that it no longer exceeds the Committed Amount at the time of the Extension. In no event shall the Committed Amount be permitted to be reduced to less than $20,000,000 (unless Agent otherwise agrees in writing). The calculations made hereunder shall take into account any reductions in the Committed Amount effectuated in accordance with the provisions of Section 1.4(g) below.
(g) Immediately prior to the commencement of the Extension, the Commitment Resizing Debt Service Coverage Ratio shall not be less than 1.35 to 1.0, as calculated by Agent (using the then Committed Amount, and if required by Agent or Borrower, new updated Appraisals); provided, however, if the required Commitment Resizing Debt Service Coverage Ratio is not met, Borrower may permanently reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the Commitment Resizing Debt Service Coverage Ratio to be equal to 0.075% or greater than 1.35 to 1.0 and, to the extent that the Principal Balance is in excess of the Total Commitments then reduced Committed Amount, a principal payment shall be made (without the payment of any prepayment fee, other than Interest Differential amounts and sums owing under Section 1.10, and Swap Contract fees or breakage amounts) to reduce the Principal Balance such that will exist as it no longer exceeds the Committed Amount at the time of the first day Extension. In no event shall the Committed Amount be permitted to be reduced to less than $20,000,000 (unless Agent otherwise agrees in writing). The calculations made hereunder shall take into account any reductions in the Committed Amount effectuated in accordance with the provisions of Section 1.4(f) above.
(h) Guarantor shall be in compliance with its financial covenants set forth in the first or second six-month extension, as the case may be (the “Extension Fee”)Guaranty, and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed from Guarantor certifying such compliance and such other information reasonably required by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Agent to confirm that Guarantor is in compliance with such financial covenants to the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting extent such information demonstrating such compliance. The Borrower’s delivery of written notice is required pursuant to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IISection 5.4 below.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have the option to extend (the “Extension”) the term of the Loan from the Maturity Date (the “Original Maturity Date”) to a date that is twelve (12) months following the Original Maturity Date (for purposes of this Section, the “Extended Maturity Date”), such Extension being subject to the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Agent with written notice of Borrower’s request to exercise its option to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial Original Maturity Date or Date.
(b) As of the First Extension date of Borrower’s delivery of the notice of request to exercise its option to extend, and as of the then existing Maturity Date, as no Event of Default shall have occurred and be continuing, and no event or condition which, with the case may begiving of notice or the passage of time or both, written notice would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge.
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower’s sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such extension, title insurance endorsements reasonably required by Agent to the extent available in each jurisdiction in which an applicable Property is located.
(iiid) on or Immediately prior to the initial Maturity Date or commencement of the First Extension Maturity DateExtension, as the case may be, the Borrower pays shall pay to the Administrative Agent for the ratable benefit of the Banks Lenders an extension fee in the amount of one-quarter of one percent (0.25%) of the then Committed Amount at the time of the extension.
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents.
(f) Immediately prior to the commencement of the Extension, the Principal Balance shall not exceed the then current Availability Amount (based on evidence reasonably satisfactory to Agent, including updated Appraisals of the Properties commissioned by Agent and approved by Agent and Lenders); provided, however, if the Principal Balance exceeds the then current Availability Amount, Borrower may pay down the Principal Balance to an amount equal to 0.075% the Availability Amount.
(g) Guarantor shall be in compliance with all of the Total Commitments that will exist as of financial covenants set forth in the first day of the first or second six-month extension, as the case may be (the “Extension Fee”)Guaranty, and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed from Guarantor certifying such compliance and such other information reasonably required by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Agent to confirm that Guarantor is in compliance with such financial covenants to the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after extent such information is required pursuant to Section 5.4 below. If each of the extension, together foregoing conditions precedent are satisfied with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice respect to extend shall be irrevocablethe Extension, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, Original Maturity Date is extended as provided above to the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIExtended
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have the option to extend (each extension, an "Extension") the term of the Loan (the "First Extension") from the Maturity Date (the "Original Maturity Date") to a date that is twelve (12) months following the Original Maturity Date (for purposes of this Section, the "First Extended Maturity Date"), and upon the expiration of the First Extension, Borrower shall have the option to extend the term of the Loan (the "Second Extension") from the First Extended Maturity Date to a date that is twelve (12) months following the First Extended Maturity Date (for purposes of this Section, the "Second Extended Maturity Date"), each such Extension being subject to the satisfaction of each of the following conditions precedent:
(a) Borrower shall provide Agent with written notice of Borrower's request to exercise its option to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial (i) the Original Maturity Date Date, in the case of the First Extension, and (ii) the First Extended Maturity Date, in the case of the Second Extension.
(b) As of the date of Borrower's delivery of the notice of request to exercise its option to extend, and as of the then existing Maturity Date, no Event of Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge.
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower's sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such title insurance endorsements reasonably required by Agent to the extent available in each jurisdiction in which an applicable Property is located.
(d) Immediately prior to the commencement of the Extension, Borrower shall pay to Agent an extension fee in the amount specified in the Fee Letter.
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents.
(f) Immediately prior to the commencement of the Extension, Borrower shall be in compliance with Section 5.23 hereof.
(g) Immediately prior to the commencement of the Extension, the ratio of the then applicable Committed Amount to the then "As-Is" appraised value (based on evidence reasonably satisfactory to Agent, including, if required by Agent or Borrower, updated Appraisals approved by Agent) of the Properties (the "Commitment-to-Value Ratio") shall not exceed the Maximum Committed Amount Leverage Ratio, as calculated by Agent; provided, however, if the required Commitment-to-Value Ratio is not met, Borrower may (1) pay down the outstanding principal amount of the Loan and permanently (except in connection with a Property addition under Sections 7.20 and 7.21) reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Commitment-to-Value Ratio to not exceed the Maximum Committed Amount Leverage Ratio (without the payment of any prepayment fee, other than Interest Differential amounts and sums owing under Section 1.10, and Swap Contract fees or breakage amounts), or (2) to the extent that a principal payment is not required to permanently reduce the Committed Amount to the required amount, permanently (except in connection with a Property addition under Sections 7.20 and 7.21) reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Commitment-to-Value Ratio to not exceed the Maximum Committed Amount Leverage Ratio.
(h) Immediately prior to the commencement of the Extension, the Commitment Resizing Debt Service Coverage Ratio shall not be less than 1.25 to 1.0 (or 1.35 to 1.0 if only one Property then secures the Loan), as calculated by Agent (using the then Committed Amount (as the same may be reduced by Borrower in accordance with Section 7.16 hereof) and, if required by Agent or Borrower, new updated Appraisals); provided, however, if the required Commitment Resizing Debt Service Coverage Ratio is not met, Borrower may (1) pay down the outstanding principal amount of the Loan and permanently (except in connection with a Property addition under Sections 7.20 and 7.21) reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the Commitment Resizing Debt Service Coverage Ratio to be equal to or greater than 1.25 to 1.0 (or 1.35 to 1.0 if only one Property then secures the Loan) or (2) to the extent that a principal payment is not required to permanently reduce the Committed Amount to the required amount, permanently (except in connection with a Property addition under Sections 7.20 and 7.21) reduce the Committed Amount (as the same may be reduced by Borrower in accordance with Section 7.16 hereof) by an amount (as reasonably determined by Agent) sufficient to cause the Commitment Resizing Debt Service Coverage Ratio to be equal to or greater than 1.25 to 1.0 (or 1.35 to 1.0 if only one Property then secures the Loan).
(i) Guarantor shall be in compliance with its financial covenants set forth in the Guaranty, and Agent shall have received a certificate from Guarantor certifying such compliance and such other information reasonably required by Agent to confirm that Guarantor is in compliance with such financial covenants to the extent such information is required pursuant to Section 5.4 below. - 23- Loan Agreement (KBS REIT II) Notwithstanding the foregoing, the Second Extension may not come into effect unless the First Extension shall have been in effect. If each of the foregoing conditions precedent are satisfied with respect to the First Extension, and the Original Maturity Date is extended as provided above to the First Extended Maturity Date, as used herein and in the case may beother Loan Documents, written notice the term "Maturity Date" shall thereafter mean the First Extended Maturity Date. If each of such extension, (iii) on or prior the foregoing conditions precedent are satisfied with respect to the initial Second Extension, and the First Extended Maturity Date or is extended as provided above to the First Extension Second Extended Maturity Date, as used herein and in the case may beother Loan Documents, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension term "Maturity Date, as " shall thereafter mean the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Second Extended Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Maturity Date Extension. (a) The Borrower shall be entitled to extend the Maturity Date for up to two (August 2) six-month extensions, 2017; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.0750.15% of the Total Commitments that will exist total Advances outstanding as of the first day of the first or second six-month extension, as the case may be one (1) year extension (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Guarantor is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s 's delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (LaSalle Hotel Properties)
Maturity Date Extension. The Borrower If not sooner paid in accordance with the terms hereof, the Principal Balance, together with all unpaid interest accrued thereon, shall be entitled to extend due and payable, in full, on the Maturity Date; provided, however, the Maturity Date may be extended for up to two one (21) six-month extensions; provided that additional period of one (i1) no Default then exists, year (iithe “Extension Period) upon the written request (the “Extension Request”) of Borrower gives the Administrative Agent, at least ninety given not less than thirty (9030) days but no nor more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as such extension being subject to satisfaction of all of the case may be, written notice of such extension, (iii) following conditions:
A. Payment on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of before the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer Period of the Parent, dated as Extension Fee set forth in the Fee Letter;
B. At the time of the initial Maturity Date or Extension Request and on the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as first day of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this AgreementPeriod, (b) there shall exist no Default or uncured Event of Default has occurred (as hereinafter defined) or event which, with the giving of notice or passage of time, or both, could become an Event of Default;
C. Borrower shall deliver to Agent all financial information relating to Borrower and is continuing or would result from such extensionGuarantor required hereunder, and (c) the Borrowersuch information shall reflect that no material adverse change, Parent and each Material Subsidiary is financial or otherwise, as determined by Agent, in compliance its sole discretion, shall have occurred with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate respect to Borrower or other reasonable supporting information demonstrating such compliance. The Guarantor; Notwithstanding Borrower’s delivery of written notice right to extend shall be irrevocablethe Maturity Date of the Loan as set forth above, Borrower hereby agrees that Agent and the Administrative Agent Lenders shall promptly notify have no commitment or obligation to extend the Maturity Date beyond January 27, 2008 unless each Bank of any such notice. In connection with any such extension, the parties hereto foregoing conditions shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIhave been satisfied.
Appears in 1 contract
Maturity Date Extension. The Borrower If not sooner paid in accordance with the terms hereof, the Principal Balance, together with all unpaid interest accrued thereon, shall be entitled to extend due and payable, in full, on the Maturity Date; provided, however, the Maturity Date may be extended for up to two one (21) six-month extensions; provided that additional period of one (i1) no Default then exists, year (iithe "Extension Period) upon the written request (the "Extension Request") of Borrower gives the Administrative Agent, at least ninety given not less than thirty (9030) days but no nor more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as such extension being subject to satisfaction of all of the case may be, written notice of such extension, (iii) following conditions:
A. Payment on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of before the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer Period of the Parent, dated as Extension Fee set forth in the Fee Letter;
B. At the time of the initial Maturity Date or Extension Request and on the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as first day of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this AgreementPeriod, (b) there shall exist no Default or uncured Event of Default has occurred (as hereinafter defined) or event which, with the giving of notice or passage of time, or both, could become an Event of Default;
C. Borrower shall deliver to Agent all financial information relating to Borrower and is continuing or would result from such extensionGuarantor required hereunder, and (c) the such information shall reflect that no material adverse change, financial or otherwise, as determined by Agent, in its sole discretion, shall have occurred with respect to Borrower or Guarantor; Notwithstanding Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice 's right to extend shall be irrevocablethe Maturity Date of the Loan as set forth above, Borrower hereby agrees that Agent and the Administrative Agent Lenders shall promptly notify have no commitment or obligation to extend the Maturity Date beyond August 29, 2005 unless each Bank of any such notice. In connection with any such extension, the parties hereto foregoing conditions shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIhave been satisfied.
Appears in 1 contract
Maturity Date Extension. (a) The term (the "Term") of the Commitments (and each Bank's obligations to make Loans hereunder) shall terminate and expire on the Maturity Date, subject, however, to the provisions of Subsection 2.10(b) hereof.
(b) Borrower shall be entitled have one option (the "Extension Option") to extend the Maturity Date Date, for up to two an additional twelve (212) six-month extensions; provided that period, upon the following terms and conditions: (i) no Default then exists, (ii) the delivery by Borrower gives of written notice thereof to the Administrative Agent, at least ninety Agent (90the "Extension Notice") days but no more than one hundred twenty on or before the date which is sixty (12060) days prior to the initial current Maturity Date or the First (which Extension Maturity DateNotice, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior promptly deliver to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be Banks); (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bii) no Default or Event of Default has shall have occurred and is be continuing or would result from such extensionboth on the date Borrower delivers the Extension Notice to the Administrative Agent and on the first day of the extension period (the "Extension Date"); (iii) each of the representations and warranties of Borrower contained in this Agreement (other than representations and warranties which expressly speak of a different date) shall be true and correct in all material respects on and as of the Extension Date; and (iv) Borrower shall pay to the Administrative Agent, and for the account of the Banks, on the Extension Date, the Extension Fee. Borrower's delivery of the Extension Notice shall be irrevocable.
(c) Upon the Borrowerdate of the termination of the Term, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, any Loans then outstanding (together with a Compliance Certificate or accrued interest thereon and all other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend Obligations) shall be irrevocable, due and the Administrative Agent shall promptly notify each Bank of any payable on such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIdate.
Appears in 1 contract
Samples: Revolving Credit Agreement (Eop Operating LTD Partnership)
Maturity Date Extension. The All principal owing on the Loan, and all accrued interest and other sums owing under the Loan Documents not otherwise paid when due, shall be due and payable in full on the Maturity Date. Borrower shall be entitled have one (1) option to extend the term of the Loan (the "Extension") from the then existing Maturity Date (the "Existing Maturity Date") to a date that is twelve (12) months following the Existing Maturity Date (for up purposes of this Section, the "Extended Maturity Date"), such Extension being subject to two the satisfaction of each of the following conditions precedent:
(2a) six-month extensions; provided that (i) no Default Borrower shall provide Agent with written notice of Borrower's request to exercise its option to extend the then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no Existing Maturity Date not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the initial then Existing Maturity Date or Date;
(b) As of the First Extension date of Borrower's delivery of the notice of request to exercise its option to extend, and as of the then Existing Maturity Date, as no Event of Default shall have occurred and be continuing, and no event or condition which, with the case may begiving of notice or the passage of time or both, written notice would constitute an Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing to the best of its knowledge;
(c) Prior to the commencement of the Extension, Borrower shall deliver to Agent, at Borrower's sole cost and expense, a date-down to the Title Policy in form and substance acceptable to Agent and such extension, title insurance endorsements reasonably required by Agent to the extent available in California;
(iiid) on or Immediately prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit commencement of the Banks Extension, Borrower shall pay to Agent an extension fee in an amount equal to 0.075% one eighth of one percent (0.125%) of the Total Commitments that will exist as then Committed Amount;
(e) Borrower shall be in compliance with the financial covenants contained in the Loan Documents;
(f) Immediately prior to the commencement of the first day Extension, the ratio of the first then applicable Committed Amount to the then "As-Is" appraised value (based on evidence reasonably satisfactory to Agent, including, if required by Agent or second sixBorrower, an updated Appraisal approved by Agent) of the Property (the "Loan-month extensionto-Value Ratio") shall not exceed sixty-five percent (65%), as calculated by Agent; provided, however, if the case required Loan-to-Value Ratio is not met, Borrower may (1) pay down the outstanding principal amount of the Loan and permanently reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Loan-to-Value Ratio to not exceed 65%; and/or (2) to the extent that a principal payment is not required to permanently reduce the Committed Amount to the required amount, permanently reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Loan-to-Value Ratio to not exceed 65%, provided that any such pay down shall be without any prepayment premium or exit fees, other than (i) the “Extension Fee”)Interest Differential and all other sums and amounts owing under Section 1.10 hereof, and (ivii) all sums and amounts (including without limitation fees, breakage costs, discontinuance premiums and other amounts) payable or owing in connection with any Swap Contracts and/or Swap Transactions;
(g) Immediately prior to the commencement of the Extension, the Extension Debt Service Coverage Ratio shall be at least 1.25 to 1.0. However, if the foregoing required Extension Debt Service Coverage Ratio is not met, Borrower shall have the right to permanently reduce the Committed Amount by an amount (as reasonably determined by Agent) sufficient to cause the above-required Extension Debt Service Coverage Ratio to be satisfied, and/or pay to Agent, for application to the outstanding principal balance of the Loan, the amount, if any, required in order to satisfy the Extension Debt Service Coverage Ratio requirement in light of the new permanently reduced Committed Amount, provided that any such pay down shall be without any prepayment premium or exit fees, other than (i) the Administrative Interest Differential and all other sums and amounts owing under Section 1.10 hereof, and (ii) all sums and amounts (including without limitation fees, breakage costs, discontinuance premiums and other amounts) payable or owing in connection with any Swap Contracts and/or Swap Transactions.
(h) Immediately prior to the commencement of the Extension, Guarantor shall be in compliance with the financial covenants set forth in the Guaranty, and Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating Guarantor certifying such compliance. The Borrower’s delivery If each of written notice to extend shall be irrevocablethe foregoing conditions precedent are satisfied, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extensionthen Existing Maturity Date is extended as provided above to the Extended Maturity Date as used herein and in the other Loan Documents, the parties hereto term "Maturity Date" shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE IIthereafter mean the Extended Maturity Date.
Appears in 1 contract
Samples: Loan Agreement (KBS Strategic Opportunity REIT II, Inc.)
Maturity Date Extension. (a) The Borrower shall be entitled to extend the Maturity Date for up to two (August 2) six-month extensions, 2017; provided that (i) no Default then exists, (ii) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays to the Administrative Agent for the ratable benefit of the Banks an extension fee equal to 0.0750.15% of the Total Commitments that will exist total Advances outstanding as of the first day of the first or second six-month extension, as the case may be one (1) year extension (the “Extension Fee”), and (iv) the Administrative Agent shall have received on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, for the account of each Bank a certificate signed by a Responsible Officer of the Parent, dated as of the initial Maturity Date or the First Extension Maturity Date, as the case may be (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (b) no Default or Event of Default has occurred and is continuing or would result from such extension, and (c) the Borrower, Parent and each Material Subsidiary Guarantor is in compliance with the covenants contained in Article VII immediately before and, on a pro forma basis, immediately after the extension, together with a Compliance Certificate or other reasonable supporting information demonstrating such compliance. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify each Bank of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (LaSalle Hotel Properties)
Maturity Date Extension. The Borrower shall be entitled Prior to extend the Maturity Date for up to two (2) six-month extensions; provided that (i) no Default then exists, (iibut not less than 30 days nor more than 45 days prior to) the Borrower gives the Administrative Agent, at least ninety (90) days but no more than one hundred twenty (120) days prior to the initial Maturity Date or the First applicable Extension Maturity Date, as the case may be, written notice of such extension, (iii) on or prior to the initial Maturity Date or the First Extension Maturity Date, as the case may be, the Borrower pays may make a written request to the Administrative Agent for the ratable benefit of the Banks (each, an extension fee equal to 0.075% of the Total Commitments that will exist as of the first day of the first or second six-month extension, as the case may be (the “Extension FeeRequest”), and (iv) who shall forward a copy of each such request to each Lender, that the Administrative Agent shall have received on or prior Maturity Date then in effect be extended to the initial Maturity Date or the First Extension date occurring twelve (12) months after such then existing Maturity Date, as the case may be, for the account of each Bank . Such request shall be accompanied by a certificate signed by of a Responsible Officer of the ParentBorrower certifying that, dated as of at the initial Maturity Date or the First Extension Maturity Date, as the case may be time such request is delivered (the “Extension Date”), stating that: (a) the representations and warranties contained in Article IV are true and correct on and as of the applicable Extension Date as such representations and warranties may have changed based upon events or activities not prohibited by this Agreement, (bi) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in compliance on a Pro Forma Basis with each of the covenants set forth in Section 7.11, in each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance). Following the delivery of an Extension Request, if (a) on the Business Day preceding the applicable Extension Date, the Borrower shall have paid to the Administrative Agent (for the account of each Lender), a non-refundable extension fee with respect to such Extension Request equal to 1.00% of the sum of (x) the aggregate outstanding principal amount of B Term Loans of such Lender on such day, (y) the aggregate outstanding principal amount of Land Term Loans of such Lender on such day and (z) the Revolving Credit Commitment of such Lender on such day (or, after the termination thereof, the Revolving Credit Exposure of such Lender on such day), (b) as of such Extension Date, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and each other Loan Party contained in Article 5 or would result from any other Loan Document shall be true and correct in all material respects on and as of such extensiondate (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates) and (c) the Borrower shall have delivered to the Administrative Agent an officer’s certificate of a Responsible Officer of the Borrower, Parent dated as of the Extension Date, certifying that (I) the conditions set forth in the preceding clause (b) are satisfied and each Material Subsidiary (II) the Borrower is in compliance on a Pro Forma Basis with each of the covenants contained set forth in Article VII immediately before andSection 7.11, on a pro forma basisin each case as of the last day of the most recently ended Test Period (setting forth in reasonable detail the calculation required to establish such compliance), immediately then the Maturity Date shall be automatically extended to the date occurring twelve (12) months after the extensionthen existing Maturity Date (the “Existing Maturity Date”); provided that if on the ninetieth (90th) day after such Existing Maturity Date, together with a Compliance Certificate or other reasonable supporting information demonstrating the final stated maturity of the loans and commitments under the PropCo Credit Agreement shall be earlier than the Maturity Date (after giving effect to such complianceextension under this Section 2.14), then the Maturity Date shall be the ninetieth (90th) day after such Existing Maturity Date. The Borrower’s delivery of written notice to extend shall be irrevocable, and the Administrative Agent shall promptly notify the Borrower and each Bank Lender of the effectiveness of any such notice. In connection with any such extension, the parties hereto shall execute any documents reasonably requested in connection with or to evidence such extension. ARTICLE II.
Appears in 1 contract
