Permitted Extension Amendments. (a) The Company may (i) with respect to any requested extension of the Term Loan Facility, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (ii) in the case of any requested extension of the Revolving Credit Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current Revolving Credit Maturity Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii), by notice to the Administrative Agent (who shall promptly notify the Lenders under the applicable Tranche), request that each Term Loan Lender and/or each Revolving Credit Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date for such Tranche to the date that is one year after the Maturity Date for such Tranche then in effect for such Lender (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each Lender under the applicable Tranche, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension under such Tranche (each Lender that determines to so extend its applicable Maturity Date under such Tranche, an “Extending Lender”). Each Lender that determines not to so extend its applicable Maturity Date under such Tranche (a “Non- Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender under such Tranche that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender under such Tranche to agree to such extension shall not obligate any other Lender under the same Tranche to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable Maturity Date. (c) The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Dollar Tranche Revolving Credit Lenders”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable Tranche (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section 5.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 13.7., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such Non- Extending Lender, assume Revolving Credit Commitments and/or Term Loans, as the case may be (and, if any such Additional Lender is already a Lender, its Revolving Credit Commitment and/or Term Loans, as applicable, shall be in addition to such Lender’s Revolving Credit Commitment and/or Term Loans, as applicable, hereunder on such date). Prior to any Non- Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such Non- Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) (x) with respect to the Revolving Credit Facility, the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed to extend their Revolving Credit Maturity Date and the new or increased Revolving Credit Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable Maturity Date of each Extending Lender under the applicable Tranche and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such Tranche (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “Dollar Tranche Revolving Credit Lender”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender under such Tranche hereunder and shall have the obligations of a Lender under such Tranche hereunder. For purposes of clarity, it is acknowledged and agreed that the Term Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the Revolving Credit Maturity Date pursuant to this Section 2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22. shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such Non- Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section 5.4.) to the extent necessary to keep outstanding Loans under the applicable Tranche ratable with any revised applicable percentages of the respective Lenders under such Tranche effective as of such date, and, with respect to the Revolving Credit Facility, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or 13.7. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Permitted Extension Amendments. (a) The Company may (i) with respect to any requested extension of the Term Loan Facility, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (ii) in the case of any requested extension of the Revolving Credit Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current Revolving Credit Maturity Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii), by notice to the Administrative Agent (who shall promptly notify the Lenders under the applicable Tranche), request that each Term Loan Lender and/or each Revolving Credit Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date for such Tranche to the date that is one year after the Maturity Date for such Tranche then in effect for such Lender (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each Lender under the applicable Tranche, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension under such Tranche (each Lender that determines to so extend its applicable Maturity Date under such Tranche, an “Extending Lender”). Each Lender that determines not to so extend its applicable Maturity Date under such Tranche (a “~~Non-~~ Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender under such Tranche that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender under such Tranche to agree to such extension shall not obligate any other Lender under the same Tranche to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable Maturity Date. (c) The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Dollar Tranche Revolving Credit Lenders”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable Tranche (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section 5.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 13.7., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such Non- Extending Lender, assume Revolving Credit Commitments and/or Term Loans, as the case may be (and, if any such Additional Lender is already a Lender, its Revolving Credit Commitment and/or Term Loans, as applicable, shall be in addition to such Lender’s Revolving Credit Commitment and/or Term Loans, as applicable, hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) (x) with respect to the Revolving Credit Facility, the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed to extend their Revolving Credit Maturity Date and the new or increased Revolving Credit Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable Maturity Date of each Extending Lender under the applicable Tranche and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such Tranche (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “Dollar Tranche Revolving Credit Lender”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender under such Tranche hereunder and shall have the obligations of a Lender under such Tranche hereunder. For purposes of clarity, it is acknowledged and agreed that the Term Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the Revolving Credit Maturity Date pursuant to this Section 2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22. shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section 5.4.) to the extent necessary to keep outstanding Loans under the applicable Tranche ratable with any revised applicable percentages of the respective Lenders under such Tranche effective as of such date, and, with respect to the Revolving Credit Facility, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or 13.7. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Permitted Extension Amendments. (a) ~~The Company~~ Borrower may (i) with respect to any requested extension of any of the Term ~~Loan Facility~~Loans, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the ~~Agreement~~ Closing Date and (ii) in the case of any requested extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, ~~(A)~~ not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current ~~Revolving Credit~~ Ratable Loan Maturity ~~Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14.~~Date, in the case of each of clauses (i) and (ii), by notice to ~~the~~ Administrative Agent (who shall promptly notify the ~~Lenders~~ Banks under the applicable ~~Tranche~~tranche), request that each Term ~~Loan Lender~~ X-0 Xxxx, Xxxx X-0 Xxxx, and/or each ~~Revolving Credit Lender~~ Ratable Loan Bank extend (each such date on which an extension occurs, an a “Requested Extension Date”) such ~~Lender~~Bank’s Maturity Date ~~for~~ applicable to such ~~Tranche~~ class of Loans and/or Loan Commitment to the date that is one year after the applicable Maturity Date (or, if such one year anniversary date is not a Banking Day, the immediately preceding Banking Day) for such ~~Tranche~~ class of Loans and/or Loan Commitment then in effect for such ~~Lender~~ Bank (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Loan Commitments in respect of which such extension is made to apply on and after the Requested Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each ~~Lender~~ Bank under the applicable ~~Tranche~~class of Loans and/or Loan Commitments, acting in its sole and individual discretion, shall, by notice to ~~the~~ Administrative Agent given not later than the date that is fifteen (15) days after the date on which ~~the~~ Administrative Agent received ~~the Company~~Borrower’s extension request (the “Lender Notice Date”), advise ~~the~~ Administrative Agent whether or not such ~~Lender~~ Bank agrees to such extension under such ~~Tranche~~ class of Loans and/or Loan Commitments (each ~~Lender~~ Bank that determines to so extend its applicable Maturity Date under such ~~Tranche~~class of Loans and/or Loan Commitments, an “Extending Lender”). Each ~~Lender~~ Bank that determines not to so extend its applicable Maturity Date under such ~~Tranche~~ class of Loans and/or Loan Commitments (a “~~Non-~~ Non-Extending Lender”) shall notify ~~the~~ Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments that does not so advise ~~the~~ Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments to agree to such extension shall not obligate any other ~~Lender~~ Bank under the same ~~Tranche~~ class of Loans and/or Loan Commitments to so agree, and it is understood and agreed that no ~~Lender~~ Bank shall have any obligation whatsoever to agree to any request made by ~~the Company~~ Borrower for extension of the applicable Maturity Date. (c) ~~The~~ Administrative Agent shall promptly notify ~~the Company~~ Borrower of each ~~Lender~~Bank’s determination under this Section. (d) ~~The Company~~ Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche Revolving Credit Lenders~~Ratable Loan Banks”, “~~Multicurrency Tranche Revolving Credit Lenders~~Term A-1 Banks”, and/or “Term ~~Loan Lenders~~A-2 Banks”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments (each, an “Additional Lender”) approved by ~~the~~ Administrative Agent and the ~~Issuing~~ Fronting Banks in accordance with the procedures provided in Section ~~5.6.~~3.07, each of which Additional Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section ~~13.7.~~12.05, with ~~the Company~~ Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such ~~Non-~~ Non-Extending Lender, assume ~~Revolving Credit Commitments~~ Ratable Loan Commitments, Term A-1 Loans and/or Term A-2 Loans, as the case may be (and, if any such Additional Lender is already a ~~Lender~~Bank, its ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, shall be in addition to such ~~Lender~~Bank’s ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to ~~the~~ Administrative Agent and ~~the Company~~ Borrower (which notice shall set forth such ~~Lender~~Bank’s new applicable Maturity Date), to become an Extending Lender. ~~The~~ Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of ~~the Company~~ Borrower but without the consent of any other ~~Lenders~~Banks. (e) If (and only if) (x) with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, the total of the ~~Revolving Credit~~ Ratable Loan Commitments of the ~~Revolving Credit Lenders~~ Ratable Loan Banks that have agreed to extend their ~~Revolving Credit~~ Ratable Loan Maturity Date and the new or increased ~~Revolving Credit~~ Ratable Loan Commitments of any Additional Lenders is more than 50% of the aggregate amount of the ~~Revolving Credit~~ Ratable Loan Commitments in effect immediately prior to the applicable Requested Extension ~~Date and~~ Date, (y) with respect to the Term ~~Loan Facility~~A-1 Loans, the total of the outstanding Term A-1 Loans of the Term ~~Loan Lenders~~ A-1 Banks that have agreed to extend their Term A-1 Loan Maturity Date and the assumed Term A-1 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-1 Loans outstanding immediately prior to the applicable Requested Extension Date, or (z) with respect to the Term A-2 Loans, the total of the outstanding Term A-2 Loans of the Term A-2 Banks that have agreed to extend their Term A-2 Loan Maturity Date and the assumed Term A-2 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-2 Loans outstanding immediately prior to the applicable Requested Extension Date then, in each case, effective as of the applicable Requested Extension Date, the applicable Maturity Date of each Extending Lender under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such ~~Tranche~~ class of Loans and/or Loan Commitments (except that, if such date is not a ~~Business~~ Banking Day, such Maturity Date as so extended shall be the next preceding ~~Business~~ Banking Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche Revolving Credit Lender~~Ratable Loan Bank”, “~~Multicurrency Tranche Revolving Credit Lender~~Term A-1 Bank”, and/or “Term ~~Loan Lender~~A-2 Bank”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder and shall have the obligations of a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder. For purposes of clarity, it is acknowledged and agreed that (x) from and after the six-month anniversary of the Closing Date, the Term A-1 Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination and (y) the Term A-2 Loan Maturity Date on any date of determination shall not be a date more than seven (7) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the Revolving Credit Maturity Date pursuant to this Section 2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section ~~2.22.~~ 2.20 shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Requested Extension Date and immediately after giving effect thereto; (ii) the representations and warranties ~~made or deemed made by~~ of Borrower and each ~~Borrower or any~~ other Loan Party contained in ~~any~~ this Agreement and the other Loan Documents ~~to which such Loan Party is a party,~~ shall be true and correct in all material respects on and as of the applicable Requested Extension Date (~~unless~~ except in those cases where such representation ~~and~~ or warranty expressly relates to an earlier date or is qualified by as to “materiality”, in “Material Adverse Change” or similar language (which ~~event such representation and warranty~~ shall be true and correct in all ~~respects) on and~~ respects as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified ~~by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date~~therein) and except for changes in factual circumstances permitted ~~under the Loan Documents~~hereunder); ~~and~~and (iii) ~~the~~ Administrative Agent shall have received a certificate dated as of the applicable Requested Extension Date from ~~the Company signed by a Responsible Officer of the Company~~ Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by ~~the Loan Parties~~ Borrower approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, any ~~Revolving Credit~~ Ratable Loan Commitment of each Non-Extending Lender shall automatically terminate and (ii) ~~the applicable~~ Borrower shall repay such Non-Extending Lender in accordance with Section ~~2.8.~~ 2.09 (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any ~~Revolving Credit~~ Ratable Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section ~~5.4.~~3.05) to the extent necessary to keep outstanding Loans under the applicable ~~Tranche~~ class of Loans ratable with any revised applicable percentages of the respective ~~Lenders~~ Banks under such ~~Tranche~~ class of Loans effective as of such date, and, with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, ~~the~~ Administrative Agent shall administer any necessary reallocation of the ~~Revolving~~ Ratable Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections ~~3.1.~~2.09, ~~3.2.~~10.14, ~~3.3.~~ 10.15, or ~~13.7.~~ 12.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

Permitted Extension Amendments. (a) The Company ~~may~~ may, (i) with respect to ~~any requested~~ the Revolving Credit Termination Date, two times during the term of this Agreement and only after it has exercised the extension ~~of the Term Loan Facility, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date~~ rights under Section 2.14. and (ii) in with respect to the ~~case of any requested extension of the Revolving Credit Maturity~~ Term Loan Termination Date, ~~(A)~~ two times during the term of this Agreement, in each case, not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current ~~Revolving Credit Maturity Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii)~~applicable Termination Date, by notice to the Administrative Agent (who shall promptly notify the ~~Lenders under the~~ applicable ~~Tranche~~Lenders), request that each ~~Term Loan Lender and/or each Revolving Credit~~ applicable Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s ~~Maturity~~ applicable Termination Date ~~for such Tranche~~ to the date that is one year after the ~~Maturity~~ applicable Termination Date ~~for such Tranche~~ then in effect for such Lender (the “Existing ~~Maturity~~ Termination Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Revolving Loans, Term Loans and/or Revolving Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each ~~Lender under the~~ applicable ~~Tranche~~Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension ~~under such Tranche~~ (each Lender that determines to so extend its applicable ~~Maturity Date under such Tranche~~Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its applicable ~~Maturity~~ Termination Date ~~under such Tranche~~ (a “~~Non-~~ Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender ~~under such Tranche~~ that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender ~~under such Tranche~~ to agree to such extension shall not obligate any other Lender ~~under the same Tranche~~ to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable ~~Maturity~~ Termination Date. (c) The Administrative Agent shall promptly notify the Company of each applicable Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable ~~Maturity~~ Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche Revolving Credit~~ Lenders~~”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be,~~ ” under this Agreement in place thereof, one or more financial institutions ~~under the applicable Tranche~~ (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section ~~5.6~~4.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section ~~13.7~~12.5., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable ~~Maturity~~ Termination Date for such ~~Non-~~ Non-Extending Lender, assume the applicable Revolving ~~Credit~~ Commitments ~~and/or Term Loans, as the case may be~~ (and, if any such Additional Lender is already a Revolving Lender, its Revolving ~~Credit~~ Commitment ~~and/or Term Loans, as applicable,~~ shall be in addition to such ~~Lender~~Xxxxxx’s Revolving ~~Credit~~ Commitment ~~and/or Term Loans, as applicable,~~ hereunder on such date)) or the applicable Term Loans. Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.giving (e) If (and only if) ~~(x) with respect to the Revolving Credit Facility,~~ the total of the Revolving ~~Credit~~ Commitments of the Revolving ~~Credit~~ Lenders or Term Loans of the Term Loan Lenders, as applicable, that have agreed to extend their ~~Revolving Credit Maturity~~ applicable Termination Date and the new or increased Revolving ~~Credit~~ Commitments or Term Loans, as applicable, of any Additional Lenders is more than 50% of the aggregate amount of the Revolving ~~Credit~~ Commitments inor Term Loans, as applicable, in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable ~~Maturity~~ Termination Date of each Extending Lender ~~under the applicable Tranche~~ and of each Additional Lender shall be extended to the date that is one year after the Existing ~~Maturity~~ Termination Date ~~for such Tranche~~ (except that, if such date is not a Business Day, such ~~Maturity~~ Termination Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche~~ Lender” and a “Revolving ~~Credit~~ Lender~~”, “Multicurrency Tranche Revolving Credit Lender”, and/or~~ ” or “Term Loan Lender”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender ~~under such Tranche~~ and a Revolving Lender or Term Loan Lender, as applicable, hereunder and shall have the obligations of a Lender ~~under such Tranche~~ and a Revolving Lender or Term Loan Lender, as applicable, hereunder. For ~~purposes~~ the avoidance of ~~clarity~~doubt, it (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Termination Date) shall be required for any extension of the applicable Termination Date pursuant to this Section 2.20., (ii) the operation of this Section 2.20. in accordance with its terms is ~~acknowledged~~ not an amendment subject to Section 12.6. and ~~agreed that the Term Loan Maturity Date on~~ (iii) at any date of ~~determination shall not be~~ determination, the facilityRevolving Credit Facility established hereunder will have a ~~date~~ term of no more than five ~~(5) years after such date of determination~~years, whether such determination is made before or after giving effect to any extension request made ~~hereunder.~~ by the Company pursuant to this Section 2.20. (f) Notwithstanding the foregoing, ~~(x) with respect to~~ any extension of ~~the Revolving Credit Maturity~~ any Termination Date pursuant to this Section ~~2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22~~2.20. shall not be effective with respect to any Extending Lender unless: : (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; ; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; ~~and~~ and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such Non- Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section 5.4.) to the extent necessary to keep outstanding Loans under the applicable Tranche ratable with any revised applicable percentages of the respective Lenders under such Tranche effective as of such date, and, with respect to the Revolving Credit Facility, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or 13.7. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Permitted Extension Amendments. (a) The Company ~~may (i) with respect to any requested~~ may, two times during the term of this Agreement and only after it has exercised the extension ~~of the Term Loan Facility~~rights under Section 2.14, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (ii) in the case of any requested extension of the Revolving Credit Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current ~~Revolving Credit Maturity Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii)~~Termination Date, by notice to the Administrative Agent (who shall promptly notify the ~~Lenders under the applicable Tranche~~Lenders), request that each ~~Term Loan Lender and/or each Revolving Credit~~ Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s ~~Maturity~~ Termination Date ~~for such Tranche~~ to the date that is one year after the ~~Maturity~~ Termination Date ~~for such Tranche~~ then in effect for such Lender (the “Existing ~~Maturity~~ Termination Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Revolving Loans and/or Revolving Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each ~~Lender under the applicable Tranche~~Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension ~~under such Tranche~~ (each Lender that determines to so extend its applicable ~~Maturity Date under such Tranche~~Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its applicable ~~Maturity~~ Termination Date ~~under such Tranche~~ (a “~~Non-~~ Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender ~~under such Tranche~~ that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender ~~under such Tranche~~ to agree to such extension shall not obligate any other Lender ~~under the same Tranche~~ to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable ~~Maturity~~ Termination Date. (c) The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable ~~Maturity~~ Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche Revolving Credit~~ Lenders~~”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be,~~ ” under this Agreement in place thereof, one or more financial institutions ~~under the applicable Tranche~~ (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section ~~5.6~~4.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section ~~13.7~~12.5., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable ~~Maturity~~ Termination Date for such ~~Non-~~ Non-Extending Lender, assume the Revolving ~~Credit~~ Commitments ~~and/or Term Loans, as the case may be~~ (and, if any such Additional Lender is already a Lender, its Revolving ~~Credit~~ Commitment ~~and/or Term Loans, as applicable,~~ shall be in addition to such Lender’s Revolving ~~Credit~~ Commitment ~~and/or Term Loans, as applicable,~~ hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable ~~Maturity~~ Termination Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) ~~(x) with respect to the Revolving Credit Facility,~~ the total of the Revolving ~~Credit~~ Commitments of the ~~Revolving Credit~~ Lenders that have agreed to extend their ~~Revolving Credit Maturity~~ Termination Date and the new or increased Revolving ~~Credit~~ Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving ~~Credit~~ Commitments in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable ~~Maturity~~ Termination Date of each Extending Lender ~~under the applicable Tranche~~ and of each Additional Lender shall be extended to the date that is one year after the Existing ~~Maturity~~ Termination Date ~~for such Tranche~~ (except that, if such date is not a Business Day, such ~~Maturity~~ Termination Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche Revolving Credit~~ Lender~~”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable,~~ ” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender ~~under such Tranche~~ hereunder and shall have the obligations of a Lender ~~under such Tranche~~ hereunder. For ~~purposes~~ the avoidance of ~~clarity~~doubt, it (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Termination Date) shall be required for any extension of the Termination Date pursuant to this Section 2.20, (ii) the operation of this Section 2.20 in accordance with its terms is ~~acknowledged~~ not an amendment subject to Section 12.6 and ~~agreed that the Term Loan Maturity Date on~~ (iii) at any date of ~~determination shall not be~~ determination, the facility established hereunder will have a ~~date~~ term of no more than five ~~(5) years after such date of determination~~years, whether such determination is made before or after giving effect to any extension request made ~~hereunder~~by the Company pursuant to this Section 2.20. (f) Notwithstanding the foregoing, ~~(x) with respect to~~ any extension of ~~the Revolving Credit Maturity~~ any Termination Date pursuant to this Section ~~2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22~~2.20. shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable ~~Maturity~~ Termination Date of each Non-Extending Lender, (i) ~~with respect to any extension of the Revolving Credit Maturity Date,~~ any Revolving ~~Credit~~ Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving ~~Credit Loans and/or Term~~ Loans outstanding on such date (and pay any additional amounts required pursuant to Section ~~5.4~~4.4.) to the extent necessary to keep outstanding Revolving Loans ~~under the applicable Tranche~~ ratable with any revised applicable percentages of the respective Lenders ~~under such Tranche~~ effective as of such date~~, and, with respect to the Revolving Credit Facility~~, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or ~~13.7~~12.6. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Permitted Extension Amendments. (a) ~~The Company may (i) with respect to any requested extension of the Term Loan Facility~~Borrower may, ~~at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (ii)~~ in the case of any requested extension of the Revolving Credit Maturity Date, ~~(A)~~ not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current Revolving Credit Maturity ~~Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii)~~Date, by notice to ~~the~~ Administrative Agent (who shall promptly notify the ~~Lenders under the applicable Tranche~~Revolving Credit Banks), request that each ~~Term Loan Lender and/or each~~ Revolving Credit ~~Lender~~ Bank extend (each such date on which an extension occurs, an a “Requested Extension Date”) such ~~Lender~~Bank’s Revolving Credit Maturity Date ~~for such Tranche~~ to the date that is one year after the Revolving Credit Maturity Date ~~for~~ (or, if such ~~Tranche~~ one year anniversary date is not a Business Day, the immediately preceding Business Day) then in effect for such ~~Lender~~ Bank (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Loan Commitments in respect of which such extension is made to apply on and after the Requested Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees).) by notice to the Administrative Agent (who shall promptly notify the Revolving Credit Banks): (b) Each ~~Lender under the applicable Tranche~~Revolving Credit Bank, acting in its sole and individual discretion, shall, by notice to ~~the~~ Administrative Agent given not later than the date that is fifteen (15) days after the date on which ~~the~~ Administrative Agent received ~~the Company~~Bxxxxxxx’s extension request (the “Lender Notice Date”), advise ~~the~~ Administrative Agent whether or not such ~~Lender~~ Bank agrees to such extension ~~under such Tranche~~ (each ~~Lender~~ Bank that determines to so extend its ~~applicable~~ Revolving Credit Maturity ~~Date under such Tranche~~Date, an “Extending Lender”). Each ~~Lender~~ Bank that determines not to so extend its ~~applicable~~ Revolving Credit Maturity Date ~~under such Tranche~~ (a “~~Non-~~ Non-Extending Lender”) shall notify ~~the~~ Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any ~~Lender under such Tranche~~ Revolving Credit Bank that does not so advise ~~the~~ Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any ~~Lender under such Tranche~~ Revolving Credit Bank to agree to such extension shall not obligate any other ~~Lender under the same Tranche~~ Revolving Credit Bank to so agree, and it is understood and agreed that no ~~Lender~~ Revolving Credit Bank shall have any obligation whatsoever to agree to any request made by ~~the Company~~ Borrower for extension of the ~~applicable~~ Revolving Credit Maturity Date. (c) ~~The~~ Administrative Agent shall promptly notify ~~the Company~~ Borrower of each ~~Lender’s~~ Bank's determination under this Section. (d) ~~The Company~~ Borrower shall have the right, but shall not be obligated, on or before the ~~applicable~~ Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche~~ Revolving Credit ~~Lenders~~Banks”~~, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be~~, under this Agreement in place thereof, one or more financial institutions ~~under the applicable Tranche~~ (each, an “Additional Lender”) approved by ~~the~~ Administrative Agent and the ~~Issuing~~ Fronting Banks in accordance with the procedures provided in Section ~~5.6.~~3.07, each of which Additional Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section ~~13.7.~~12.05, with ~~the Company~~ Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such ~~Non-~~ Non-Extending Lender, assume Revolving Credit Commitments ~~and/or Term Loans, as the case may be~~ (and, if any such Additional Lender is already a ~~Lender~~Bank, its Revolving Credit Commitment ~~and/or Term Loans, as applicable,~~ shall be in addition to such ~~Lender~~Bank’s Revolving Credit Commitment ~~and/or Term Loans, as applicable,~~ hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to ~~the~~ Administrative Agent and ~~the Company~~ Borrower (which notice shall set forth such ~~Lender~~Bank’s new ~~applicable~~ Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) ~~(x) with respect to the Revolving Credit Facility,~~ the total of the Revolving Credit Commitments of the Revolving Credit ~~Lenders~~ Banks that have agreed to extend their Revolving Credit Maturity Date and the new or increased Revolving Credit Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Requested Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then~~, in each case~~, effective as of the ~~applicable~~ Requested Extension Date, the ~~applicable~~ Revolving Credit Maturity Date of each Extending Lender ~~under the applicable Tranche~~ and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date ~~for such Tranche~~ (except that, if such date is not a Business Day, ~~such~~ the Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche~~ Revolving Credit ~~Lender”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable,~~ Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a ~~Lender under such Tranche~~ Revolving Credit Bank hereunder and shall have the obligations of a Lender under such Tranche hereunder. For purposes of clarity, it is acknowledged and agreed that the Term Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made Revolving Credit Bank hereunder. (f) In addition to the foregoing, Borrower may, up to two times with respect to the Revolving Credit Maturity Date, not more than one-hundred twenty (120) days and not less than thirty (30) days prior to then-current Revolving Credit Maturity Date, by notice to Administrative Agent (who shall promptly notify the Revolving Credit Banks), request that the Existing Maturity Date for all Revolving Credit Banks be extended to the date that is six (6) months after such Existing Maturity Date (or, if such six (6) month anniversary date is not a Business Day, the immediately preceding Business Day). (g) Notwithstanding the foregoing, ~~(x) with respect to~~ any extension of the Revolving Credit Maturity Date pursuant to this Section ~~2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22.~~ 2.20 shall not be effective ~~with respect to any Extending Lender~~ unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Requested Extension Date and immediately after giving effect thereto; (ii) the representations and warranties ~~made or deemed made by~~ of Borrower and each ~~Borrower or any~~ other Loan Party contained in ~~any~~ this Agreement and the other Loan Documents ~~to which such Loan Party is a party,~~ shall be true and correct in all material respects ~~(unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects)~~ on and as of ~~such~~ the applicable Requested Extension Date ~~with the same force and effect as if made on and as of~~ (except (x) in those cases where such ~~date, except to the extent that such representations and warranties~~ representation or warranty expressly ~~relate solely~~ relates to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects ~~(unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects)~~ on and as of such earlier date) or is contained in Section 5.18(b) or Section 5.25(a) or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and ~~except~~ correct in all respects as qualified therein), (y) that for purposes of this Section 2.20, the representations and warranties contained in clauses (a) and (b) of Section 5.15 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.09 and (z) for changes in factual circumstances ~~permitted under the Loan Documents; and~~not prohibited hereunder); (iii) ~~the~~ Administrative Agent shall have received a certificate dated as of the applicable Requested Extension Date from ~~the Company signed by a Responsible Officer of the Company~~ Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by ~~the Loan Parties~~ Borrower approving or consenting to such extension; and (iv) in the case of an extension pursuant to Section 2.20(f), Borrower shall have paid to Administrative Agent for the account of each Revolving Credit Bank an extension fee computed, on the Revolving Credit Commitment of such Bank, by multiplying the aggregate Revolving Credit Commitments on the applicable Requested Extension Date by 0.075% (7.5 basis points). (gh) On the ~~applicable~~ Revolving Credit Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) ~~the applicable~~ Borrower shall repay such Non-Extending Lender in accordance with Section ~~2.8.~~ 2.09 (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans ~~and/or Term Loans~~ outstanding on such date (and pay any additional amounts required pursuant to Section ~~5.4.~~3.05) to the extent necessary to keep outstanding Revolving Credit Loans ~~under the applicable Tranche~~ ratable with any revised applicable percentages of the ~~respective Lenders under such Tranche~~ Revolving Credit Banks effective as of such date, and, with respect to the Revolving Credit ~~Facility~~Commitments, ~~the~~ Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) In connection with any extension of the Revolving Credit Maturity Date, Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of Borrower but without the consent of any other Banks. (j) This Section shall supersede any provisions in Sections ~~3.1.~~2.09, ~~3.2.~~10.14, ~~3.3.~~ 10.15, or ~~13.7.~~ 12.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

Permitted Extension Amendments. (a) The Company may (i) with respect to any requested extension of the Term Loan Facility, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (iiii)(x) in the case of the extension of the Revolving Credit Maturity Date requested in connection with the Fourth Amendment (“Fourth Amendment Revolving Credit Facility Extension”), on or prior to the date of the Fourth Amendment and (y) in the case of any other requested extension of the Revolving Credit Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current Revolving Credit Maturity Date and (B~~) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14.~~), in ~~the~~ theany case of each of clauses (i) and (ii), by notice to the Administrative Agent (who shall promptly notify the Lenders under the applicable Tranche), request that each Term Loan Lender and/or each Revolving Credit Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date for such Tranche to the date that is one year after the Maturity Date for such Tranche then in effect for such Lender (the “Existing Maturity Date”), or in the case of the Fourth Amendment Revolving Credit Facility Extension to December 22, 2023 for the Revolving Credit Commitments in effect for such Revolving Credit Lender, subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each Lender under the applicable Tranche, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension under such Tranche (each Lender that determines to so extend its applicable Maturity Date under such Tranche, an “Extending Lender”). Each Lender that determines not to so extend its applicable Maturity Date under such Tranche (a “Non- Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender under such Tranche that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender under such Tranche to agree to such extension shall not obligate any other Lender under the same Tranche to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable Maturity Date. (c) The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Dollar Tranche Revolving Credit Lenders”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable Tranche (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section 5.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 13.7., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such Non- Extending Lender, assume Revolving Credit Commitments and/or Term Loans, as the case may be (and, if any such Additional Lender is already a Lender, its Revolving Credit Commitment and/or Term Loans, as applicable, shall be in addition to such Lender’s Revolving Credit Commitment and/or Term Loans, as applicable, hereunder on such date). Prior to any Non- Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such Non- Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) (x) with respect to the Revolving Credit Facility, the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed to extend their Revolving Credit Maturity Date and the new or increased Revolving Credit Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable Maturity Date of each Extending Lender under the applicable Tranche and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such Tranche (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “Dollar Tranche Revolving Credit Lender”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender under such Tranche hereunder and shall have the obligations of a Lender under such Tranche hereunder. For purposes of clarity, it is acknowledged and agreed that the Term Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the Revolving Credit Maturity Date pursuant to this Section 2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22. shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such Non- Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section 5.4.) to the extent necessary to keep outstanding Loans under the applicable Tranche ratable with any revised applicable percentages of the respective Lenders under such Tranche effective as of such date, and, with respect to the Revolving Credit Facility, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or 13.7. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Permitted Extension Amendments. (a) ~~The Company~~ Borrower may (i) with respect to any requested extension of any of the Term ~~Loan Facility~~Loans, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the ~~Agreement~~ Closing Date and (ii) in the case of any requested extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current ~~Revolving Credit~~ Ratable Loan Maturity Date and (B) solely to the extent ~~the Company~~ Borrower shall have executed each ~~Option to Extend~~ extension option pursuant to Section ~~2.14.~~2.18, in the case of each of clauses (i) and (ii), by notice to ~~the~~ Administrative Agent (who shall promptly notify the ~~Lenders~~ Banks under the applicable ~~Tranche~~tranche), request that each Term ~~Loan Lender~~ X-0 Xxxx, Xxxx X-0 Xxxx, and/or each ~~Revolving Credit Lender~~ Ratable Loan Bank extend (each such date on which an extension occurs, an a “Requested Extension Date”) such ~~Lender~~Bank’s Maturity Date ~~for~~ applicable to such ~~Tranche~~ class of Loans and/or Loan Commitment to the date that is one year after the applicable Maturity Date (or, if such one year anniversary date is not a BusinessBanking Day, the immediately preceding BusinessBanking Day) for such ~~Tranche~~ class of Loans and/or Loan Commitment then in effect for such ~~Lender~~ Bank (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Loan Commitments in respect of which such extension is made to apply on and after the Requested Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each ~~Lender~~ Bank under the applicable ~~Tranche~~class of Loans and/or Loan Commitments, acting in its sole and individual discretion, shall, by notice to ~~the~~ Administrative Agent given not later than the date that is fifteen (15) days after the date on which ~~the~~ Administrative Agent received ~~the Company~~Borrower’s extension request (the “Lender Notice Date”), advise ~~the~~ Administrative Agent whether or not such ~~Lender~~ Bank agrees to such extension under such ~~Tranche~~ class of Loans and/or Loan Commitments (each ~~Lender~~ Bank that determines to so extend its applicable Maturity Date under such ~~Tranche~~class of Loans and/or Loan Commitments, an “Extending Lender”). Each ~~Lender~~ Bank that determines not to so extend its applicable Maturity Date under such ~~Tranche~~ class of Loans and/or Loan Commitments (a “~~Non-~~ Non-Extending Lender”) shall notify ~~the~~ Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments that does not so advise ~~the~~ Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments to agree to such extension shall not obligate any other ~~Lender~~ Bank under the same ~~Tranche~~ class of Loans and/or Loan Commitments to so agree, and it is understood and agreed that no ~~Lender~~ Bank shall have any obligation whatsoever to agree to any request made by ~~the Company~~ Borrower for extension of the applicable Maturity Date. (c) ~~The~~ Administrative Agent shall promptly notify ~~the Company~~ Borrower of each ~~Lender~~Bank’s determination under this Section. (d) ~~The Company~~ Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche Revolving Credit Lenders~~Ratable Loan Banks”, “~~Multicurrency Tranche Revolving Credit Lenders~~Term A-1 Banks”, and/or “Term ~~Loan Lenders~~A-2 Banks”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments (each, an “Additional Lender”) approved by ~~the~~ Administrative Agent and the ~~Issuing~~ Fronting Banks in accordance with the procedures provided in Section ~~5.6.~~3.07, each of which Additional Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section ~~13.7.~~12.05, with ~~the Company~~ Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such ~~Non-~~ Non-Extending Lender, assume ~~Revolving Credit Commitments~~ Ratable Loan Commitments, Term A-1 Loans and/or Term A-2 Loans, as the case may be (and, if any such Additional Lender is already a ~~Lender~~Bank, its ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, shall be in addition to such ~~Lender~~Bank’s ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to ~~the~~ Administrative Agent and ~~the Company~~ Borrower (which notice shall set forth such ~~Lender~~Bank’s new applicable Maturity Date), to become an Extending Lender. ~~The~~ Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of ~~the Company~~ Borrower but without the consent of any other ~~Lenders~~Banks. (e) If (and only if) (x) with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, the total of the ~~Revolving Credit~~ Ratable Loan Commitments of the ~~Revolving Credit Lenders~~ Ratable Loan Banks that have agreed to extend their ~~Revolving Credit~~ Ratable Loan Maturity Date and the new or increased ~~Revolving Credit~~ Ratable Loan Commitments of any Additional Lenders is more than 50% of the aggregate amount of the ~~Revolving Credit~~ Ratable Loan Commitments in effect immediately prior to the applicable Requested Extension ~~Date and~~ Date, (y) with respect to the Term ~~Loan Facility~~A-1 Loans, the total of the outstanding Term A-1 Loans of the Term ~~Loan Lenders~~ A-1 Banks that have agreed to extend their Term A-1 Loan Maturity Date and the assumed Term A-1 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-1 Loans outstanding immediately prior to the applicable Requested Extension Date, or (z) with respect to the Term A-2 Loans, the total of the outstanding Term A-2 Loans of the Term A-2 Banks that have agreed to extend their Term A-2 Loan Maturity Date and the assumed Term A-2 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-2 Loans outstanding immediately prior to the applicable Requested Extension Date then, in each case, effective as of the applicable ReqestedRequested Extension Date, the applicable Maturity Date of each Extending Lender under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such ~~Tranche~~ class of Loans and/or Loan Commitments (except that, if such date is not a ~~Business~~ Banking Day, such Maturity Date as so extended shall be the next preceding ~~Business~~ Banking Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche Revolving Credit Lender~~Ratable Loan Bank”, “~~Multicurrency Tranche Revolving Credit Lender~~Term A-1 Bank”, and/or “Term ~~Loan Lender~~A-2 Bank”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder and shall have the obligations of a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder. For purposes of clarity, it is acknowledged and agreed that (x) from and after the six-month anniversary of the Closing Date, the Term A-1 Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination and (y) the Term A-2 Loan Maturity Date on any date of determination shall not be a date more than seven (7) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date pursuant to this Section ~~2.22.~~2.20, ~~the Company~~ Borrower shall have first exercised each of its ~~Options to Extend~~ extension options pursuant to Section ~~2.14.~~ 2.18 and (y) any extension of any Maturity Date pursuant to this Section ~~2.22.~~ 2.20 shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Requested Extension Date and immediately after giving effect thereto; (ii) the representations and warranties ~~made or deemed made by~~ of Borrower and each ~~Borrower or any~~ other Loan Party contained in ~~any~~ this Agreement and the other Loan Documents ~~to which such Loan Party is a party,~~ shall be true and correct in all material respects on and as of the applicable Requested Extension Date (~~unless~~ except in those cases where such representation ~~and~~ or warranty expressly relates to an earlier date or is qualified by as to “materiality”, in “Material Adverse Change” or similar language (which ~~event such representation and warranty~~ shall be true and correct in all ~~respects) on and~~ respects as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified ~~by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date~~therein) and except for changes in factual circumstances permitted ~~under the Loan Documents~~hereunder); and (iii) ~~the~~ Administrative Agent shall have received a certificate dated as of the applicable Requested Extension Date from ~~the Company signed by a Responsible Officer of the Company~~ Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by ~~the Loan Parties~~ Borrower approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, any ~~Revolving Credit~~ Ratable Loan Commitment of each Non-Extending Lender shall automatically terminate and (ii) ~~the applicable~~ Borrower shall repay such Non-Extending Lender in accordance with Section ~~2.8.~~ 2.09 (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any ~~Revolving Credit~~ Ratable Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section ~~5.4.~~3.05) to the extent necessary to keep outstanding Loans under the applicable ~~Tranche~~ class of Loans ratable with any revised applicable percentages of the respective ~~Lenders~~ Banks under such ~~Tranche~~ class of Loans effective as of such date, and, with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, ~~the~~ Administrative Agent shall administer any necessary reallocation of the ~~Revolving~~ Ratable Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections ~~3.1.~~2.09, ~~3.2.~~10.14, ~~3.3.~~ 10.15, or ~~13.7.~~ 12.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

Permitted Extension Amendments. (a) ~~The Company~~ Borrower may (i) with respect to any requested extension of any of the Term ~~Loan Facility~~Loans, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the ~~Agreement~~ Closing Date and (ii) in the case of any requested extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current ~~Revolving Credit~~ Ratable Loan Maturity Date and (B) solely to the extent ~~the Company~~ Borrower shall have executed each ~~Option to Extend~~ extension option pursuant to Section ~~2.14.~~2.18, in the case of each of clauses (i) and (ii), by notice to ~~the~~ Administrative Agent (who shall promptly notify the ~~Lenders~~ Banks under the applicable ~~Tranche~~tranche), request that each Term ~~Loan Lender~~ X-0 Xxxx, Xxxx X-0 Xxxx, and/or each ~~Revolving Credit Lender~~ Ratable Loan Bank extend (each such date on which an extension occurs, an a “Requested Extension Date”) such ~~Lender~~Bank’s Maturity Date ~~for~~ applicable to such ~~Tranche~~ class of Loans and/or Loan Commitment to the date that is one year after the applicable Maturity Date (or, if such one year anniversary date is not a Business Day, the immediately preceding Business Day) for such ~~Tranche~~ class of Loans and/or Loan Commitment then in effect for such ~~Lender~~ Bank (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Loan Commitments in respect of which such extension is made to apply on and after the Requested Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each ~~Lender~~ Bank under the applicable ~~Tranche~~class of Loans and/or Loan Commitments, acting in its sole and individual discretion, shall, by notice to ~~the~~ Administrative Agent given not later than the date that is fifteen (15) days after the date on which ~~the~~ Administrative Agent received ~~the Company~~Borrower’s extension request (the “Lender Notice Date”), advise ~~the~~ Administrative Agent whether or not such ~~Lender~~ Bank agrees to such extension under such ~~Tranche~~ class of Loans and/or Loan Commitments (each ~~Lender~~ Bank that determines to so extend its applicable Maturity Date under such ~~Tranche~~class of Loans and/or Loan Commitments, an “Extending Lender”). Each ~~Lender~~ Bank that determines not to so extend its applicable Maturity Date under such ~~Tranche~~ class of Loans and/or Loan Commitments (a “~~Non-~~ Non-Extending Lender”) shall notify ~~the~~ Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments that does not so advise ~~the~~ Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments to agree to such extension shall not obligate any other ~~Lender~~ Bank under the same ~~Tranche~~ class of Loans and/or Loan Commitments to so agree, and it is understood and agreed that no ~~Lender~~ Bank shall have any obligation whatsoever to agree to any request made by ~~the Company~~ Borrower for extension of the applicable Maturity Date. (c) ~~The~~ Administrative Agent shall promptly notify ~~the Company~~ Borrower of each ~~Lender~~Bank’s determination under this Section. (d) ~~The Company~~ Borrower shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “~~Dollar Tranche Revolving Credit Lenders~~Ratable Loan Banks”, “~~Multicurrency Tranche Revolving Credit Lenders~~Term A-1 Banks”, and/or “Term ~~Loan Lenders~~A-2 Banks”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments (each, an “Additional Lender”) approved by ~~the~~ Administrative Agent and the ~~Issuing~~ Fronting Banks in accordance with the procedures provided in Section ~~5.6.~~3.07, each of which Additional Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section ~~13.7.~~12.05, with ~~the Company~~ Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such ~~Non-~~ Non-Extending Lender, assume ~~Revolving Credit Commitments~~ Ratable Loan Commitments, Term A-1 Loans and/or Term A-2 Loans, as the case may be (and, if any such Additional Lender is already a ~~Lender~~Bank, its ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, shall be in addition to such ~~Lender~~Bank’s ~~Revolving Credit Commitment~~ Ratable Loan Commitment, Term A-1 Loans and/or Term A-2 Loans, as applicable, hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to ~~the~~ Administrative Agent and ~~the Company~~ Borrower (which notice shall set forth such ~~Lender~~Bank’s new applicable Maturity Date), to become an Extending Lender. ~~The~~ Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of ~~the Company~~ Borrower but without the consent of any other ~~Lenders~~Banks. (e) If (and only if) (x) with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, the total of the ~~Revolving Credit~~ Ratable Loan Commitments of the ~~Revolving Credit Lenders~~ Ratable Loan Banks that have agreed to extend their ~~Revolving Credit~~ Ratable Loan Maturity Date and the new or increased ~~Revolving Credit~~ Ratable Loan Commitments of any Additional Lenders is more than 50% of the aggregate amount of the ~~Revolving Credit~~ Ratable Loan Commitments in effect immediately prior to the applicable Requested Extension ~~Date and~~ Date, (y) with respect to the Term ~~Loan Facility~~A-1 Loans, the total of the outstanding Term A-1 Loans of the Term ~~Loan Lenders~~ A-1 Banks that have agreed to extend their Term A-1 Loan Maturity Date and the assumed Term A-1 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-1 Loans outstanding immediately prior to the applicable Requested Extension Date, or (z) with respect to the Term A-2 Loans, the total of the outstanding Term A-2 Loans of the Term A-2 Banks that have agreed to extend their Term A-2 Loan Maturity Date and the assumed Term A-2 Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term A-2 Loans outstanding immediately prior to the applicable Requested Extension Date then, in each case, effective as of the applicable Reqested Extension Date, the applicable Maturity Date of each Extending Lender under the applicable ~~Tranche~~ class of Loans and/or Loan Commitments and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such ~~Tranche~~ class of Loans and/or Loan Commitments (except that, if such date is not a ~~Business~~ Banking Day, such Maturity Date as so extended shall be the next preceding ~~Business~~ Banking Day) and each Additional Lender shall thereupon become a “~~Dollar Tranche Revolving Credit Lender~~Ratable Loan Bank”, “~~Multicurrency Tranche Revolving Credit Lender~~Term A-1 Bank”, and/or “Term ~~Loan Lender~~A-2 Bank”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder and shall have the obligations of a ~~Lender~~ Bank under such ~~Tranche~~ class of Loans and/or Loan Commitments hereunder. For purposes of clarity, it is acknowledged and agreed that (x) from and after the six-month anniversary of the Closing Date, the Term A-1 Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination and (y) the Term A-2 Loan Maturity Date on any date of determination shall not be a date more than seven (7) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date pursuant to this Section ~~2.22.~~2.20, ~~the Company~~ Borrower shall have first exercised each of its ~~Options to Extend~~ extension options pursuant to Section ~~2.14.~~ 2.18 and (y) any extension of any Maturity Date pursuant to this Section ~~2.22.~~ 2.20 shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Requested Extension Date and immediately after giving effect thereto; (ii) the representations and warranties ~~made or deemed made by~~ of Borrower and each ~~Borrower or any~~ other Loan Party contained in ~~any~~ this Agreement and the other Loan Documents ~~to which such Loan Party is a party,~~ shall be true and correct in all material respects on and as of the applicable Requested Extension Date (~~unless~~ except in those cases where such representation ~~and~~ or warranty expressly relates to an earlier date or is qualified by as to “materiality”, in “Material Adverse Change” or similar language (which ~~event such representation and warranty~~ shall be true and correct in all ~~respects) on and~~ respects as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified ~~by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date~~therein) and except for changes in factual circumstances permitted ~~under the Loan Documents~~hereunder); and (iii) ~~the~~ Administrative Agent shall have received a certificate dated as of the applicable Requested Extension Date from ~~the Company signed by a Responsible Officer of the Company~~ Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by ~~the Loan Parties~~ Borrower approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the ~~Revolving Credit~~ Ratable Loan Maturity Date, any ~~Revolving Credit~~ Ratable Loan Commitment of each Non-Extending Lender shall automatically terminate and (ii) ~~the applicable~~ Borrower shall repay such Non-Extending Lender in accordance with Section ~~2.8.~~ 2.09 (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any ~~Revolving Credit~~ Ratable Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section ~~5.4.~~3.05) to the extent necessary to keep outstanding Loans under the applicable ~~Tranche~~ class of Loans ratable with any revised applicable percentages of the respective ~~Lenders~~ Banks under such ~~Tranche~~ class of Loans effective as of such date, and, with respect to the ~~Revolving Credit Facility~~Ratable Loan Commitments, ~~the~~ Administrative Agent shall administer any necessary reallocation of the ~~Revolving~~ Ratable Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections ~~3.1.~~2.09, ~~3.2.~~10.14, ~~3.3.~~ 10.15, or ~~13.7.~~ 12.02 to the contrary.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

Permitted Extension Amendments. (a) The Company may (i) with respect to any requested extension of the Term Loan Facility, at any time or from time to time not more than one hundred twenty (120) days and not less than thirty (30) days prior to any anniversary of the Agreement Date and (ii) in the case of any requested extension of the Revolving Credit Maturity Date, (A) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then-current Revolving Credit Maturity Date and (B) solely to the extent the Company shall have executed each Option to Extend pursuant to Section 2.14., in the case of each of clauses (i) and (ii), by notice to the Administrative Agent (who shall promptly notify the Lenders under the applicable Tranche), request that each Term Loan Lender and/or each Revolving Credit Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s Maturity Date for such Tranche to the date that is one year after the Maturity Date for such Tranche then in effect for such Lender (the “Existing Maturity Date”), subject to the terms and conditions contained in such request which may include (i) an increase in the interest rate or other fees applicable solely with respect to the Loans and/or Commitments in respect of which such extension is made to apply on and after the Extension Date and (ii) the inclusion of additional fees to be payable to the Extending Lenders (as defined below) in connection with such extension (including any upfront fees). (b) Each Lender under the applicable Tranche, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension under such Tranche (each Lender that determines to so extend its applicable Maturity Date under such Tranche, an “Extending Lender”). Each Lender that determines not to so extend its applicable Maturity Date under such Tranche (a “~~Non-~~ Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender under such Tranche that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender under such Tranche to agree to such extension shall not obligate any other Lender under the same Tranche to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the applicable Maturity Date. (c) The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Dollar Tranche Revolving Credit Lenders”, “Multicurrency Tranche Revolving Credit Lenders”, and/or “Term Loan Lenders”, as the case may be, under this Agreement in place thereof, one or more financial institutions under the applicable Tranche (each, an “Additional Lender”) approved by the Administrative Agent and the Issuing Banks in accordance with the procedures provided in Section 5.6., each of which Additional Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 13.7., with the Company obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Lenders shall, effective on or before the applicable Maturity Date for such ~~Non-~~ Non-Extending Lender, assume Revolving Credit Commitments and/or Term Loans, as the case may be (and, if any such Additional Lender is already a Lender, its Revolving Credit Commitment and/or Term Loans, as applicable, shall be in addition to such Lender’s Revolving Credit Commitment and/or Term Loans, as applicable, hereunder on such date). Prior to any ~~Non-~~ Non-Extending Lender being replaced by one or more Additional Lenders pursuant hereto, such ~~Non-~~ Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new applicable Maturity Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. (e) If (and only if) (x) with respect to the Revolving Credit Facility, the total of the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed to extend their Revolving Credit Maturity Date and the new or increased Revolving Credit Commitments of any Additional Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date and (y) with respect to the Term Loan Facility, the total of the outstanding Term Loans of the Term Loan Lenders that have agreed to extend their Term Loan Maturity Date and the assumed Term Loans of any Additional Lenders is more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the applicable Extension Date, then, in each case, effective as of the applicable Extension Date, the applicable Maturity Date of each Extending Lender under the applicable Tranche and of each Additional Lender shall be extended to the date that is one year after the Existing Maturity Date for such Tranche (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Lender shall thereupon become a “Dollar Tranche Revolving Credit Lender”, “Multicurrency Tranche Revolving Credit Lender”, and/or “Term Loan Lender”, as applicable, for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender under such Tranche hereunder and shall have the obligations of a Lender under such Tranche hereunder. For purposes of clarity, it is acknowledged and agreed that the Term Loan Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) with respect to any extension of the Revolving Credit Maturity Date pursuant to this Section 2.22., the Company shall have first exercised each of its Options to Extend pursuant to Section 2.14. and (y) any extension of any Maturity Date pursuant to this Section 2.22. shall not be effective with respect to any Extending Lender unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made or deemed made by each Borrower or any other Loan Party in any Loan Documents to which such Loan Party is a party, shall be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of such Extension Date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by a Responsible Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension. (g) On the applicable Maturity Date of each Non-Extending Lender, (i) with respect to any extension of the Revolving Credit Maturity Date, any Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the applicable Borrower shall repay such Non-Extending Lender in accordance with Section 2.8. (and shall pay to such ~~Non-~~ Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans and/or Term Loans outstanding on such date (and pay any additional amounts required pursuant to Section 5.4.) to the extent necessary to keep outstanding Loans under the applicable Tranche ratable with any revised applicable percentages of the respective Lenders under such Tranche effective as of such date, and, with respect to the Revolving Credit Facility, the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Sections 3.1., 3.2., 3.3. or 13.7. to the contrary.

Appears in 1 contract

Samples: Credit Agreement (Park Hotels & Resorts Inc.)

Common use of Permitted Extension Amendments Clause in Contracts