Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection shall not be effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date); (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6; (iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date); (v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension); (vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension); (vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension); (viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date; (ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension); (x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute; (xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date; (xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and (xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.
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Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.12(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee as set forth in the Fee Letter with respect to each respective extension (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (x)(1) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (2) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of such extension adoption and (y) certifying that, before and after giving effect thereto;
to such extension, (ii1) the representations and warranties contained made in this Agreement and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respectsrespects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date of such the proposed extension and after giving effect theretois to become effective (other than the representation in Section 6.05(c), as though which shall be made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Closing Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
except (iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunderA) to a date the extent that is no such representations and warranties specifically refer to an earlier than the Maturity Date date, in which case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to the proposed extension hereundersuch qualification)) as of such earlier date, (B) in accordance with the terms case of the First Lien Credit Agreement representations and warranties set forth on Exhibit E, which representations and warranties are true and correct with respect to each Pledged Asset subject only to any exceptions set forth in the Confirmation Statement with respect to such Pledged Asset or otherwise in a manner satisfactory any Exception Notice with respect to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall Pledged Assets which have been delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory at least ten Business Days prior to the Administrative Agent date of any such extension and (C) that for purposes of this Section 2.12, the six-month period ending on the Maturity Date representations and warranties contained in subsections (after giving effect a) and (b) of Section 6.05 shall be deemed to refer to the proposed extensionmost recent statements furnished pursuant to subsections (a) and (b);
, respectively, of Section 7.01, and (vi2) the Borrowers no Default shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans occurred and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the is then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇continuing.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to the extension of the Initial Maturity Date or the Extended Maturity Date, as the applicable, Total Asset Value shall be at least (x) $900,000,000 in the case of an extension of the Initial Maturity Date, and (y) $1,250,000,000 in the case of an extension of the Extended Maturity Date;
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date of the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to each Loan Party (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional two years from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respectsrespects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date of the proposed extension is to become effective, except to the extent that such extension representations and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, only as of such specific date);
in which case they are true and correct in all material respects (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided thator if qualified by “materiality,” “material adverse effect” or similar language, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.14, the proposed extension hereunderrepresentations and warranties contained in subsections (a) in accordance with the terms and (b) of the First Lien Credit Agreement or otherwise in a manner satisfactory Section 5.05 shall be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(va) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (iib), respectively, of Section 6.01, and (B) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇no Default exists.
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Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of each such extension of the Revolver Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Revolver Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Revolver Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, an “Extension Effective Date”):
(i) On the date of the applicable Revolver Extension Notice, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.0625% multiplied by the amount of the Aggregate Revolving Commitments as in effect on such Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason;
(iii) The Administrative Agent shall have received a certificate of the Parent dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of such extension adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date applicable Extension Effective Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such extension earlier date, (y) any representation or warranty (a) set forth in Section 5.19 or (b) that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect theretoto such qualification and (z) for purposes of this Section 2.13, as though made on the representations and as warranties contained in subsections (a) and (b) of such date (or, if any such representation or warranty is expressly stated Section 5.05 shall be deemed to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything refer to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued most recent statements furnished pursuant to subsections (a) and effective as of a date that is within ninety days of the then current Existing Maturity Date(b), demonstrating the Appraised Value respectively, of the Real Property CollateralSection 6.01, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;and (B) no Default exists; and
(iv) The Borrowers and the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers other Loan Parties shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to such reaffirmations of their respective obligations under the Administrative Agent for the six-month period ending on the Maturity Date Loan Documents (after giving effect to the proposed extension);
(vi) the Borrowers shall , and acknowledgments and certifications that they have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiesno claims, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement offsets or defenses with respect to an aggregate principal amount equal to at least 100% the payment or performance of any of the sum Obligations, including, without limitation, reaffirmations of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than Guaranty, executed by the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Loan Parties party thereto.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As a condition precedent to such extension, (1) the foregoing, Borrower shall deliver to the extension Administrative Agent a certificate of the Maturity Date pursuant to this subsection shall not be Borrower dated as of the effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Section 5 and the other Loan Documents are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects, ) on and as of the effective date of such extension extension, except to the extent that such representations and after giving effect theretowarranties specifically refer to an earlier date, as though made on in which case they are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, only as and except that for purposes of such specific date);
(iii) this Section 3.17, the Collateral Agent representations and warranties contained in Section 5.1 shall have received a Qualified Appraisal Update (provided that, notwithstanding anything be deemed to refer to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Datemost recent statements furnished pursuant to subsection (c), demonstrating of Section 6.1, and (B) no Default exists and (2) with respect to each Mortgaged Property, the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers Borrower shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory deliver to the Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined flood disaster assistance duly executed by the Administrative Agent Borrower and each Loan Party relating thereto), and if a Mortgaged Property is located in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined area identified by the Administrative Agent in good faith Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to be sufficient to fund carrying costs which flood insurance has been made available under the National Flood Insurance Act of 1968 (as reflected now or hereafter in the updated Carrying Costs Budget delivered in accordance effect or successor act thereto), evidence of flood insurance confirming that such insurance has been obtained with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiesa financially sound and reputable insurer, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the product Flood Insurance Laws. In addition, on the Revolving Termination Date of (x) 0.25%each Non-Extending Revolving Lender, multiplied by (y) the aggregate principal amount Borrower shall repay any non-extended Revolving Loans of Loans then such Non-Extending Revolving Lender outstanding on the Existing Maturity Date;such date.”
(xiin) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% Section 7.9(b) of the sum of the then aggregate outstanding principal amount of all Loans Credit Agreement is hereby amended and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect restated in its entirety to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.read as follows: 72906207_8
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender if:
(i) no as of the date of such extension, and after giving effect thereto, the representations and warranties of the Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event such representations and warranties shall be true and correct) as of such earlier date, except for changes in factual circumstances, which changes do not constitute a Potential Default or Event of Default hereunder, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements];
(ii) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay paid to the Administrative Agent, for the ratable benefit of the Lenders Lenders, an extension fee on the Existing Maturity Date in an amount equal to 0.15% of the product of aggregate Revolving Credit Commitments so extended;
(iv) either (x) 0.25%, multiplied by the obligations under the AIR Note Agreement and all notes issued thereunder shall have been repaid in full or (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity maturity date thereof shall have been extended to a date at least one year beyond such extended Expiration Date;
(xiiv) the Borrowers Administrative Agent shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% received new Appraisals within twelve (12) months of the sum Existing Expiration Date, on any or all of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension)Collateral Pool Properties; and
(xiiivi) Holdings or the Borrowers Administrative Agent shall have used commercially reasonable efforts received evidence as to obtain current updates to whether any Collateral Pool Property is a Flood Hazard Property and if any Collateral Pool Property is a Flood Hazard Property, (i) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such Collateral Pool Property is a private letter corporate rating Flood Hazard Property and private letter ratings for (B) as to whether the community in which each of such Flood Hazard Property is located is participating in the Loans made under this Agreement from S&P National Flood Insurance Program and (ii) if any such real property is a private letter corporate family rating Flood Hazard Property, copies of insurance policies or certificates of insurance evidencing flood insurance as may be required under Applicable Laws including Flood Insurance Laws and private letter ratings for each of satisfactory to the Loans made Administrative Agent and the Lenders and naming the Administrative Agent as sole lender loss payee under this Agreement from M▇▇▇▇’▇a standard mortgagee endorsement.
Appears in 1 contract
Sources: Credit Agreement (Aimco OP L.P.)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the date of the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date of such the proposed extension is to become effective, both before and after giving effect theretoto such extension, as though made on except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such date earlier date, (or, if y) any such representation or warranty that is expressly stated already by its terms qualified as to have been made as of a specific date“materiality”, only “Material Adverse Effect” or similar language shall be true and correct in all respects as of such specific date);
applicable date (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any including such update must be issued and effective as of a earlier date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
the foregoing clause (ivx)) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to such qualification and (z) for purposes of this Section 2.17, the proposed extension hereunderrepresentations and warranties contained in subsections (a) in accordance with the terms and (b) of the First Lien Credit Agreement or otherwise in a manner satisfactory Section 5.05 shall be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(va) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (iib), respectively, of Section 6.01, and (B) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇no Default exists.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date Expiration pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that NAI-1540997189v1 for purposes of this Section, the representations and warranties contained in Section 6.1.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.3 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iii) no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers Borrower shall have elected deliver or cause to extend be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the final maturity date board of the First Lien Credit Agreement directors (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunderequivalent governing body) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunderof each Loan Party authorizing such extension) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the reasonably requested by Administrative Agent (and in connection with any such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date)extension;
(v) on or before the Borrowers Expiration Date of each Non-Extending Lender, (A) the Borrower shall have delivered paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget Borrower hereunder and an updated Predevelopment Expenses Budget each (B) the Borrower shall have paid in form full all other Obligations owing to such Lender hereunder and substance reasonably satisfactory to other under the Administrative Agent for the six-month period ending on the Maturity Date other Loan Documents (it being understood that after giving effect to the proposed extension);
this clause (vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the sum of the then aggregate outstanding principal amount of all Loans then-existing Expiration Date and First Lien Loans and through such Non-Extending Lender shall no longer be a date no earlier than the Maturity Date (after giving effect to the proposed extension"“Lender"” hereunder); and
(xiiivi) Holdings if such extension is being effectuated in accordance with the last paragraph of Section 11.1 [Modifications, Amendments or Waivers] pursuant to which the Borrowers terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by such provision shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant As conditions precedent to this subsection shall not be effective unlesseach such extension:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Extension Closing Date (in sufficient copies for each Lender and each Additional Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article VI are true and correct on and as of the Extension Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this Section 2.13, the representations and warranties contained in Section 6.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 7.03, and (2) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;exists or would result therefrom.
(ii) On the representations Extension Closing Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and warranties contained each Additional Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Agreement are true Section, which fee shall, when paid, be fully earned and correct non-refundable under any circumstances.
(iii) (x) upon the reasonable request of any Lender made at least fifteen (15) days prior to the Closing Date of the extension, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in all material respectsconnection with applicable “know your customer” and anti-money-laundering rules and regulations, on including the Act, in each case at least ten (10) days prior to the Closing Date of the extension and (y) at least ten (10) days prior to the Closing Date of the extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, as though made (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Closing Date, except to the extent that such date (or, if any such representation or warranty is expressly stated representations and warranties specifically refer to have been made as of a specific an earlier date, only in which case they are true and correct as of such specific date);
(iii) earlier date and except that for purposes of this Section 2.13, the Collateral Agent representations and warranties contained in Section 6.02 shall have received a Qualified Appraisal Update (provided that, notwithstanding anything be deemed to refer to the contrary contained in the definition most recent statements furnished pursuant to clauses (a)and (b) of “Qualified Appraisal Update”Section 7.03, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (iiB) a private letter corporate family rating and private letter ratings for each no Default or Event of the Loans made under this Agreement from M▇▇▇▇’▇Default exists or would result therefrom.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Expiration Date or the Term Loan Maturity Date pursuant to this subsection Section 5.16 shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) in the case of any proposed extension of the Term Loan Maturity Date, the total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date;
(iii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iv) no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers Borrower shall have deliver or cause to be delivered to any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed connection with any such extension);
(vi) on or before the Borrowers Expiration Date or Term Loan Maturity Date of each Non-Extending Lender (A) the Borrower shall have deposited into paid in full the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund principal of and interest expense in respect on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the First Lien Loans for Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the six-month period ending on the Maturity Date other Loan Documents (it being understood that after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with this clause (vvi) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the then-existing Expiration Date or Term Loan Maturity Date (after giving effect to the proposed extensionand such Non-Extending Lender shall no longer be a “Lender” hereunder); and
(xiiivii) Holdings if such extension is being effectuated in accordance with the last paragraph of Section 12.1 pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the Borrowers parties required by such provision shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, As a condition precedent to the extension of the Maturity Date pursuant to this subsection shall not be effective unless:
Section: (i) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that (A) no Default or Event of Default shall have occurred and be continuing exists on the date of such extension and certificate, either before or after giving effect thereto;
to such extension; (iiB) the representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true and correct in all material respects, respects on and as of the date of such extension and after giving effect thereto, as though made on and as of such date thereto (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent date and except that such materiality qualifier shall have received a Qualified Appraisal Update (provided that, notwithstanding anything not apply to the contrary contained extent that any such representation or warranty is qualified by materiality); and (C) there has been no event or circumstance since the Execution Date that has had or could be reasonably expected to have, either individually or in the definition of “Qualified Appraisal Update”aggregate, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
Material Adverse Effect; (ivii) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date applicable to each Non-Extending Lender, the Borrower shall prepay, on a non pro rata basis with respect to Extending Lenders, any Committed Loans outstanding on such date (after giving effect and pay any additional amounts required pursuant to Section 3.05) to the proposed extension);
extent necessary to satisfy in full the Obligations due to such Non-Extending Lender under the Loan Documents as of such date; (viiii) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the proposed extension);
(vii) Outstanding Amount of L/C Obligations shall be reallocated among the Borrowers shall have deposited into Extending Lenders and the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered Additional Commitment Lenders in accordance with clause their respective Pro Rata Shares (v) above) for the six-month period ending on the Maturity Date (after giving effect calculated without regard to the proposed extension);
(viiiNon-Extending Lenders’ Commitments) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect but only to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount extent that such reallocation does not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiescause, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an any Extending Lender or Additional Commitment Lender, the aggregate principal amount equal to at least 100% Outstanding Amount of the sum Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the then aggregate outstanding principal amount Outstanding Amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans made under this Agreement from S&P to exceed such Lender’s Commitments as in effect at such time; and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.16208864_8 50
Appears in 1 contract
Sources: Credit Agreement (Oneok Inc /New/)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to such extension, (1) the foregoing, Borrower shall deliver to the extension Administrative Agent a certificate of the Maturity Date pursuant to this subsection shall not be Borrower dated as of the effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Section 5 and the other Loan Documents are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects, ) on and as of the effective date of such extension extension, except to the extent that such representations and after giving effect theretowarranties specifically refer to an earlier date, as though made on in which case they are true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, only as and except that for purposes of such specific date);
(iii) this Section 2.5, the Collateral Agent representations and warranties contained in Section 5.1 shall have received a Qualified Appraisal Update (provided that, notwithstanding anything be deemed to refer to the contrary contained in most recent statements furnished pursuant to subsection (c) of Section 6.1, and (B) no Default exists and (2) with respect to each Mortgaged Property, the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers Borrower shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory deliver to the Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined flood disaster assistance duly executed by the Administrative Agent Borrower and each Loan Party relating thereto), and if a Mortgaged Property is located in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined area identified by the Administrative Agent in good faith Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to be sufficient to fund carrying costs which flood insurance has been made available under the National Flood Insurance Act of 1968 (as reflected now or hereafter in the updated Carrying Costs Budget delivered in accordance effect or successor act thereto), evidence of flood insurance confirming that such insurance has been obtained with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiesa financially sound and reputable insurer, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the product Flood Insurance Laws. In addition, on the Term Loan Maturity Date of (x) 0.25%each Non-Extending Term Lender, multiplied by (y) the aggregate principal amount Borrower shall repay any non-extended Term Loans of Loans then such Non-Extending Term Lender outstanding on the Existing Maturity Date;such date.”
(xiik) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% Section 3.15(e) of the sum Credit Agreement is hereby amended by replacing the last proviso of such Section in its entirety with the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect following: “provided, further, that except to the proposed extension); and
(xiii) Holdings extent otherwise expressly agreed by the affected parties and subject to Section 11.18, no change hereunder from Defaulting Lender to Non- 72906207_8 Defaulting Lender will constitute a waiver or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) release of any claim of any party hereunder arising from such Lender’s having been a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Defaulting Lender.”
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the any extension of the Maturity Date pursuant to this subsection shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension Existing Maturity Date and after giving effect thereto;
(ii) except with respect to those representations and warranties that are given as of the Closing Date, which shall have been true and correct as of such date, the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property CollateralMortgaged Properties, together with calculations (based on the Appraised Value contained in such Qualified Appraisal Update, ) demonstrating pro forma compliance with the financial covenants covenant set forth in subsection 6.6Section 6.11;
(iv) the Borrowers Borrower shall have elected to extend deposited into the final maturity date Escrow Interest Account an amount not less than an amount determined by the Administrative Agent in good faith (calculated based on the effective fixed rate of interest of the First Lien Credit Hedging Agreement entered into pursuant to clause (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereundervi) of this Section 2.21(b)) to a date that is no earlier than be sufficient to fund interest expense in respect of the Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension hereunderextension) in accordance with (it being understood that the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent deposits required by this subclause (and such extension iv) shall be effective prior to or concurrently made in connection with the effectiveness of the each extension of the Maturity Date), provided that any amounts required to be deposited pursuant to this clause (iv) may be offset by any amounts remaining in the Escrow Interest Account;
(v) in the Borrowers event the Tropicana Las Vegas Closing Effective Date shall have occurred, (A) the Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
) and (viB) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers Borrower shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) aboveA)) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viiivi) the Borrowers Borrower shall have deposited entered into the Operating Expenses Account an amount not less than an amount determined by a Hedging Agreement acceptable to the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following length of such extension that results in at least 100% of the then current Existing Maturity Date;aggregate principal amount of the Loans being effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent; and
(ixvii) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit account of the Lenders each Lender, an extension fee (an “Extension Fee”) on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, % multiplied by (y) the aggregate principal amount of Loans then of such Lender outstanding on the Existing Maturity Date;
Date (xiiit being understood that the payments required by this subclause (vii) the Borrowers shall have be payable in effect a Replacement Interest Rate Cap Agreement connection with respect to an aggregate principal amount equal to at least 100% each extension of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extensionDate); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.
Appears in 1 contract
Sources: Credit Agreement (St Louis Riverboat Entertainment Inc)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
2.11.5.1 in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed to so extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
2.11.5.2 [RESERVED]
2.11.5.3 as of the Extension Effective Date, and after giving effect to the such extension, the representations and warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (i) unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event they shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects or in all respects, as applicable, as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.1.6 [Financial Statements] shall be deemed to refer to the most recent financial statements furnished pursuant to Section 8.3 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
2.11.5.4 no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
2.11.5.5 the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (iiincluding, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
2.11.5.6 on or before the Existing Expiration Date of each Non-Extending Lender, (A) the representations Borrower shall have paid in full the principal of and warranties contained in this Agreement are true and correct in interest on all material respects, on and as of the date of Loans made by such extension Non-Extending Lender to the Borrower hereunder and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iiiB) the Collateral Agent Borrower shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid paid in full all other Obligations owing to such Lender hereunder and no amounts or commitments are outstanding thereunder) to a date other under the other Loan Documents (it being understood that is no earlier than the Maturity Date (after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the proposed then-existing Existing Expiration Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and
2.11.5.7 if such extension hereunder) is being effectuated in accordance with the last paragraph of Section 11.1 [Modifications, Amendments or Waivers] pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and parties required by such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers provision shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
Appears in 1 contract
Sources: Credit Agreement and Security Agreement (Paylocity Holding Corp)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.18(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of such Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date of such the proposed extension is to become effective, both before and after giving effect theretoto such extension, as though made on except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such date earlier date, (or, if y) any such representation or warranty that is expressly stated already by its terms qualified as to have been made as of a specific date“materiality”, only “Material Adverse Effect” or similar language shall be true and correct in all respects as of such specific date);
applicable date (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any including such update must be issued and effective as of a earlier date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
the foregoing clause (ivx)) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to such qualification and (z) for purposes of this Section 2.18, the proposed extension hereunderrepresentations and warranties contained in subsections (a) in accordance with the terms and (b) of the First Lien Credit Agreement or otherwise in a manner satisfactory Section 5.05 shall be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (a) and such extension shall be effective prior to or concurrently with the effectiveness (b), respectively, of the extension of the Maturity Date);Section 6.01, and (B) no Default exists; and
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending A duly completed Availability Certificate evidencing that on the Maturity Extension Effective Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less Availability, on a Pro Forma Basis, is greater than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount or equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇$0.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(ii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such Extension Fee shall be fully earned when paid and shall not be refundable for any reason);
(iii) The Administrative Agent shall have received a certificate of the Parent dated as of the Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date the proposed extension is to become effective, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such extension earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect theretoto such qualification and (z) for purposes of this Section 2.13, as though made on the representations and as warranties contained in subsections (a) and (b) of such date (or, if any such representation or warranty is expressly stated Section 5.05 shall be deemed to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything refer to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued most recent statements furnished pursuant to subsections (a) and effective as of a date that is within ninety days of the then current Existing Maturity Date(b), demonstrating the Appraised Value respectively, of the Real Property CollateralSection 6.01, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;and (B) no Default exists; and
(iv) The Borrower and the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers other Loan Parties shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to such reaffirmations of their respective obligations under the Administrative Agent for the six-month period ending on the Maturity Date Loan Documents (after giving effect to the proposed extension);
(vi) the Borrowers shall , and acknowledgments and certifications that they have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiesno claims, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement offsets or defenses with respect to an aggregate principal amount equal to at least 100% the payment or performance of any of the sum Obligations, including, without limitation, reaffirmations of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than Guaranty, executed by the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Loan Parties party thereto.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant As conditions precedent to this subsection shall not be effective unlesseach such extension:
(i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party as of the Extension Effective Date (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;exists or would result therefrom.
(ii) On the representations Extension Effective Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Lender an amount provided in the Fee Letter, which fee shall, when paid, be fully earned and warranties contained non-refundable under any circumstances.
(iii) (A) Upon the reasonable request of any Lender, including any Additional Lender, made at least 15 days prior to the Extension Effective Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in this Agreement are true connection with applicable “know your customer” and correct anti-money-laundering rules and regulations, including the PATRIOT Act, in all material respectseach case at least 10 days prior to the Extension Effective Date and (B) at least 10 days prior to the Extension Effective Date, on any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(iv) On the date of the notice described in Section 2.7(a) and as of the date of such extension and after giving effect thereto, as though made (A) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such date (or, if any such representation or warranty is expressly stated representations and warranties specifically refer to have been made as of a specific an earlier date, only in which case they are true and correct as of such specific earlier date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (iiB) a private letter corporate family rating and private letter ratings for each no Default or Event of the Loans made under this Agreement from M▇▇▇▇’▇Default exists or would result therefrom.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unless:
with respect to any Lender on the Extension Effective Date if: (i) in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) [reserved]; (iii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.6 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
; (iiv) the representations Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension; (vi) on or before the Expiration Date of each Non-Extending Lender, (A) the Borrower shall have paid (or caused to be paid) in full the principal of and warranties contained in this Agreement are true and correct in interest on all material respects, on and as of the date of Loans made by such extension Non-Extending Lender to the Borrower hereunder and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iiiB) the Collateral Agent Borrower shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid paid in full all other Obligations owing to such Lender hereunder and no amounts or commitments are outstanding thereunder) to a date other under the other Loan Documents (it being understood that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
this clause (vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the sum of the then aggregate outstanding principal amount of all Loans then-existing Expiration Date and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.such
Appears in 1 contract
Sources: Revolving Credit Facility Credit Agreement (Appfolio Inc)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of each such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.13(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.0625% multiplied by the Aggregate Commitments as in effect on the date of the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason);
(iv) The Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respectsrespects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date of the proposed extension is to become effective, except to the extent that such extension representations and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, only as of such specific date);
in which case they are true and correct in all material respects (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided thator if qualified by “materiality,” “material adverse effect” or similar language, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.13, the proposed extension hereunderrepresentations and warranties contained in subsections (a) in accordance with the terms and (b) of the First Lien Credit Agreement or otherwise in a manner satisfactory Section 5.05 shall be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (a) and such extension shall be effective prior to or concurrently with the effectiveness (b), respectively, of the extension of the Maturity Date);Section 6.01, and (B) no Default exists and is continuing; and
(v) upon the Borrowers reasonable request of any Lender made at least ten (10) days prior to the applicable Extension Effective Date, the Borrower shall have delivered provided to such Lender, and such Lender shall be reasonably satisfied with, the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget documentation and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, other information so requested in connection with applicable “know your customer” rules and regulations, anti-money-laundering laws, including, without limitation, the Marriott Parking Dispute;
PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (xi5) the Borrowers shall pay days prior to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity applicable Extension Effective Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.
Appears in 1 contract
Sources: Credit Agreement (Safehold Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section 4.6 shall not be effective with respect to any Lender unless:
(ia) no No Default or Event of Default shall have occurred and be continuing on under this Agreement or the date other Loan Documents as of such extension and after giving effect thereto;the Extension Request Date or the Extension Effective Date.
(iib) the The representations and warranties contained in this Agreement are the Loan Documents shall be true and correct and in all material respects, respects on the Extension Request Date and as on the Extension Effective Date.
(c) No mechanic's or materialmen's lien or other encumbrance (excluding Permitted Liens) likely to result in a Material Adverse Change shall have been filed and remain in effect against any of the date of such extension and after giving effect thereto, as though made on and as of such date Projects.
(or, if any such representation or warranty is expressly stated to d) The Title Policies shall have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued endorsed and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise down-dated in a manner satisfactory to Agent with no additional title change or exception, except the Administrative Agent matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(and such extension shall be effective prior to or concurrently with the effectiveness e) As of the extension Extension Request Date and the Extension Effective Date, there is no Material Adverse Change.
(f) As of the Maturity Extension Request Date);
, the Loan Amount shall not exceed seventy percent (v70%) of the Borrowers aggregate Appraised Value of the Projects (excluding any Units released from the Security Instruments) and Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budgetsuch other information, an updated Operating Expenses Budget documents, and an updated Predevelopment Expenses Budget each in form supplemental legal opinions as may be reasonably required by Agent.
(g) Borrower shall execute such modifications and substance other documents that Agent may reasonably satisfactory to the Administrative require and shall pay or reimburse Agent for all expenses and costs it incurs in connection with such extension.
(h) As of the six-month period ending Extension Request Date, the Net Sales Proceeds (Projected) from Sales Contracts from the unreleased Projects are at least ninety percent (90%) of the aggregate Loan Amount Project Allocations with respect to unreleased Projects.
(i) Borrower shall pay to Agent on the Extension Effective Date for the account of each Extending Lender and Additional Commitment Lender any extension fee agreed to by Borrower and such Lenders.
(j) On the Maturity Date of each Non-Extending Lender, Borrower shall prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such date (after giving effect and pay any additional amounts required pursuant to Section 4.11) to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith extent necessary to be sufficient to fund interest expense in respect keep outstanding Advances ratable with any revised Loan Percentages of the Loans and respective Lenders effective as of such date. To the First Lien Loans for the sixextent any Non-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account Extending Lender is not replaced by an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (Additional Commitment Lender as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
, the Commitment and Note of the Non-Extending Lender shall be assigned to Agent and held as a treasury note (xii) the Borrowers a "Non-Extending Lender Treasury Note"). Borrower shall have in effect a Replacement Interest Rate Cap Agreement not be permitted to draw any Advances with respect to any Non-Extending Lender Treasury Note until such time as an aggregate principal amount equal additional Commitment Lender assumes such Commitment from Agent and receives a replacement Note with respect to at least 100% such Commitment. Neither the Loan Amount nor the ability of Borrower to receive an increase in the sum Loan Amount pursuant to Section 2.4 shall be affected by the withdrawal of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Non-Extending Lender.
Appears in 1 contract
Sources: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of any such extension of the Revolver Maturity Date pursuant or the Term Loan Maturity Date, as applicable, each of the following requirements shall be satisfied or waived on or prior to this subsection shall not be effective unless:the Initial Revolver Maturity Date or the Initial Term Loan Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) On the date of such Revolver Extension Notice or Term Extension Notice, as the case may be, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date or Term Loan Maturity Date, as applicable, no Default or Event of Default shall have occurred and be continuing continuing;
(ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by (x) in the case of an extension of the Revolver Maturity Date, the amount of the Aggregate Revolving Commitments as in effect on the Extension Effective Date and (y) in the case of an extension of the Term Loan Maturity Date, the aggregate outstanding principal amount of the Term Loans on the Extension Effective Date, in each case, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason;
(iii) The Administrative Agent shall have received a certificate of the Parent dated as of the Extension Effective Date signed by a Responsible Officer of the Parent (i) (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (y) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date and/or the Term Loan Maturity Date, as applicable, for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date or Initial Term Loan Maturity Date, as applicable) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of such extension adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date the proposed extension is to become effective, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such extension earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect theretoto such qualification and (z) for purposes of this Section 2.13, as though made on the representations and as warranties contained in subsections (a) and (b) of such date (or, if any such representation or warranty is expressly stated Section 5.05 shall be deemed to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything refer to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued most recent statements furnished pursuant to subsections (a) and effective as of a date that is within ninety days of the then current Existing Maturity Date(b), demonstrating the Appraised Value respectively, of the Real Property CollateralSection 6.01, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;and (B) no Default exists; and
(iv) The Borrowers and the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers other Loan Parties shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to such reaffirmations of their respective obligations under the Administrative Agent for the six-month period ending on the Maturity Date Loan Documents (after giving effect to the proposed extension);
(vi) the Borrowers shall , and acknowledgments and certifications that they have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Partiesno claims, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement offsets or defenses with respect to an aggregate principal amount equal to at least 100% the payment or performance of any of the sum Obligations, including, without limitation, reaffirmations of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than Guaranty, executed by the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Loan Parties party thereto.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section 4.6 shall not be effective with respect to any Lender unless:
(ia) no Default or No Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in under this Agreement are true and correct in all material respects, on and or the other Loan Documents as of the date Extension Request Date.
(b) If required by the Title Company to insure the original priority of such extension and after giving effect theretothe Security Instruments, as though made on and as of such date (or, if any such representation or warranty is expressly stated to the applicable Title Policies shall have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued endorsed and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise down-dated in a manner satisfactory to Agent with no additional title change or exception, except the Administrative Agent matters permitted in Section 10.3 or specifically approved in writing by Agent, which approval shall not be unreasonably withheld.
(and such extension shall be effective prior to or concurrently with the effectiveness c) As of the extension Extension Request Date, there is no Material Adverse Change.
(d) As of the Maturity Extension Request Date);
, the Loan Amount shall not exceed seventy percent (v70%) of the Borrowers aggregate Appraised Value of the Projects (excluding any Units released from the Security Instruments) and Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budgetsuch other information, an updated Operating Expenses Budget documents, and an updated Predevelopment Expenses Budget each in form supplemental legal opinions as may be reasonably required by Agent.
(e) Borrower shall execute such modifications and substance other documents that Agent may reasonably satisfactory to the Administrative require and shall pay or reimburse Agent for all expenses and costs it incurs in connection with such extension.
(f) As of the six-month period ending on Extension Request Date, the Net Sales Proceeds (Projected) from Sales Contracts from the unreleased Projects are at least ninety percent (90%) of the aggregate Loan Amount Project Allocations with respect to unreleased Projects.
(g) On the Maturity Date of each Non-Extending Lender, Borrower shall prepay to each Non-Extending Lender its respective Loan Percentage of any Advances outstanding on such date (after giving effect and pay any additional amounts required pursuant to Section 4.11) to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith extent necessary to be sufficient to fund interest expense in respect keep outstanding Advances ratable with any revised Loan Percentages of the Loans and respective Lenders effective as of such date. To the First Lien Loans for the sixextent any Non-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account Extending Lender is not replaced by an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (Additional Commitment Lender as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
, the Commitment and Note of the Non-Extending Lender shall be assigned to Agent and held as a treasury note (xii) the Borrowers a “Non-Extending Lender Treasury Note”). Borrower shall have in effect a Replacement Interest Rate Cap Agreement not be permitted to draw any Advances with respect to any Non-Extending Lender Treasury Note until such time as an aggregate principal amount equal additional Commitment Lender assumes such Commitment from Agent and receives a replacement Note with respect to at least 100% such Commitment. Neither the Loan Amount nor the ability of Borrower to receive an increase in the sum Loan Amount pursuant to Section 2.4 shall be affected by the withdrawal of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇Non-Extending Lender.
Appears in 1 contract
Sources: Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the each extension of the Maturity Facility Termination Date applicable to Term Facility Tranche A pursuant to this subsection Section 2.25(a) shall not be effective with respect to any Tranche A Term Lender unless:
(iA) no Default or Event of Default shall have has occurred and be is continuing on as of the date of such Administrative Agent’s receipt of the applicable Term Facility Tranche A Extension Notice and as of the then-current Facility Termination Date applicable to Term Facility Tranche A (without limiting the generality of the foregoing, no extension and provided for herein shall be available at or after giving effect theretoany time that the Facility Termination Date applicable to the Revolving Facility or the Term Facility has been accelerated);
(iiB) the Administrative Agent shall have received a certificate, signed by an Authorized Officer of the Borrower, stating that the representations and warranties contained in this Agreement ARTICLE V are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects, on and as of the date of such extension and after giving effect thereto, as though made on and ) as of such date (ordate, if except to the extent any such representation or warranty is expressly stated to relate solely to an earlier date, in which case such representation or warranty shall have been made as of a specific datetrue and correct in all material respects (except to the extent already qualified by materiality, only in which case said representations and warranties are true and correct in all respects) on and as of such specific earlier date);
(iiiC) with respect to each such extension pursuant to this Section 2.25(a), the Collateral Agent Borrower shall have received a Qualified Appraisal Update (provided that, notwithstanding anything paid to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders Tranche A Term Lender an extension fee on the Existing Maturity Date in an amount equal to the product one-eighth of one percent (x0.125%) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension)such Tranche A Term Lender’s Term Commitment; and
(xiiiD) Holdings or the Borrowers Borrower shall have used commercially reasonable efforts executed such agreements, documents and instruments as Administrative Agent may reasonably require to obtain current updates effect such extension, and delivered to (i) a private letter corporate rating Administrative Agent such consents, resolutions, certificates, opinions of counsel and private letter ratings for each of the Loans made under this Agreement from S&P other documents and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇agreements as Administrative Agent may reasonably require.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section 2.15 shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) in the case of any proposed extension of the Maturity Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Maturity Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) as of the date of such extension, and after giving effect thereto, the representations, warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Effect, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) or (b), as applicable (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iii) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers Borrower shall have elected deliver or cause to extend be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the final maturity date board of the First Lien Credit Agreement directors (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunderequivalent governing body) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunderof each Loan Party authorizing such extension) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the reasonably requested by Administrative Agent (and in connection with any such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date)extension;
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on or before the Maturity Date of each Non-Extending Lender, (A) the Borrower shall have paid in full the principal of and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder and (B) the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the other Loan Documents (it being understood that after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with this clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the then-existing Maturity Date (after giving effect to the proposed extensionand such Non-Extending Lender shall no longer be a “Lender” hereunder); and
(xiiivi) Holdings if such extension is being effectuated in accordance with the last paragraph of Section 10.01 pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the Borrowers parties required by such provision shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section 2.13 shall not be effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing both on and as of the date of such extension Scheduled Termination Date and after giving effect theretoto such extension on the Scheduled Termination Date;
(ii) the representations and warranties contained in this Agreement are true and correct correct, in all material respectsrespects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof), both on and as of the date of such extension Scheduled Termination Date and after giving effect theretoto such extension on the Scheduled Termination Date, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date; provided, however, that for these purposes the reference to the Effective Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Scheduled Termination Date, as the case may be);
(iii) on and as of the Collateral Agent Scheduled Termination Date, since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have received occurred that constituted or could reasonably be expected to constitute or have a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6Material Adverse Effect;
(iv) on the Borrowers Scheduled Termination Date (to the extent not paid prior thereto), each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.13(d), shall have elected to extend received from the final maturity date Borrower payment of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of such Non-Extending Lender’s Loans, accrued interest thereon, accrued fees and all Loans and First Lien Loans and through a date no earlier than the Maturity Date other amounts which are payable to it hereunder (after giving effect including, if applicable, any additional amounts required pursuant to the proposed extensionSection 3.05); and
(xiiiv) Holdings or on the Borrowers Scheduled Termination Date, the Borrower shall have used commercially reasonable efforts delivered a certificate of a Responsible Officer to obtain current updates the Administrative Agent dated such date certifying as to (i) a private letter corporate rating and private letter ratings for each the foregoing matters as of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇such date.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
Conditions to Effectiveness of Extensions. Notwithstanding As conditions precedent to the foregoing, the effectiveness of such extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date pursuant to this subsection shall not be effective unless:as determined in good faith by the Administrative Agent (the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):
(i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.17(a) above;
(ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default or Event of Default shall have occurred and be continuing continuing;
(iii) On the Extension Effective Date, immediately after giving effect to such extension of the Maturity Date, the Consolidated Leverage Ratio determined on a Pro Forma Basis shall not exceed sixty percent (60%);
(iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an 64054670 64 extension fee in an amount equal to 0.25% multiplied by the Aggregate Commitments as in effect on the date of the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and
(v) The Administrative Agent shall have received a certificate of Holdings dated as of the Extension Effective Date signed by a Responsible Officer of Holdings (i) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date with respect to Holdings and the Borrower (which resolutions include approval for an extension of the Maturity Date for a period that is not less than an additional one year from the Initial Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (ii) certifying that, before and after giving effect thereto;
to such extension, (iiA) the representations and warranties contained in this Agreement Article V and the other Loan Documents are true and correct in all material respects, respects on and as of the date of such the proposed extension is to become effective, both before and after giving effect theretoto such extension, as though made on except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such date earlier date, (or, if y) any such representation or warranty that is expressly stated already by its terms qualified as to have been made as of a specific date“materiality”, only “Material Adverse Effect” or similar language shall be true and correct in all respects as of such specific date);
applicable date (iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any including such update must be issued and effective as of a earlier date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
the foregoing clause (ivx)) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to such qualification and (z) for purposes of this Section 2.17, the proposed extension hereunderrepresentations and warranties contained in subsections (a) in accordance with the terms and (b) of the First Lien Credit Agreement or otherwise in a manner satisfactory Section 5.05 shall be deemed to refer to the Administrative Agent most recent statements furnished pursuant to subsections (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(va) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (iib), respectively, of Section 6.01, and (B) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇no Default exists.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unless:
with respect to any Lender on the Extension Effective Date if: (i) the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date; (ii) [reserved]; (iii) as of the date of such extension, and after giving effect thereto, the representations and warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.6(a) [Historical Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension;
(iiA) the representations Borrower shall have paid in full the principal of and warranties contained in this Agreement are true and correct in interest on all material respects, on and as of the date of Loans made by such extension Non-Extending Lender to the Borrower hereunder and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iiiB) the Collateral Agent Borrower shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid paid in full all other Obligations owing to such Lender hereunder and no amounts or commitments are outstanding thereunder) to a date other under the other Loan Documents (it being understood that is no earlier than the Maturity Date (after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the proposed then-existing Expiration Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (vii) if such extension hereunder) is being effectuated in accordance with the last paragraph of Section 12.1 [Modifications, Amendments or Waivers] pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and parties required by such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers provision shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Logitech International S.A.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section shall not be effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing both on and as of the date Extension Date and on and as of such extension the Existing Maturity Date and after giving effect theretoto such extension on the Existing Maturity Date;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, both on and as of the date Extension Date and on and as of such extension the Existing Maturity Date and after giving effect theretoto such extension on the Existing Maturity Date, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date; provided, however, that for these purposes the reference to the Closing Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Extension Date or the Existing Maturity Date, as the case may be);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued both on and effective as of a date that is within ninety days the Extension Date and on and as of the then current Existing Maturity Date, since the later of the date of the Audited Financial Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), demonstrating the Appraised Value of the Real Property Collateralno event, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6circumstance or development shall have occurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect;
(iv) on the Maturity Date of each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.15(d), the Borrowers shall have elected prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to extend Section 3.05) to the final maturity date extent necessary to keep outstanding Committed Loans ratable with any revised Pro Rata Shares of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms respective Lenders effective as of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);date; and
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending both on the Maturity Extension Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) , the Borrowers Company shall have in effect delivered a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% certificate of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect Responsible Officer to the proposed extension); and
(xiii) Holdings or Administrative Agent dated such date certifying as to the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each foregoing matters as of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇such date.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection Section shall not be effective with respect to any Lender unless:
(i1) no Potential Default or Event of Default shall have occurred and be continuing on the date of such the extension and request or on the Initial Expiration Date or after giving effect theretoto such extension;
(ii2) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii3) the Collateral Agent Borrower shall have received a Qualified Appraisal Update (provided that, notwithstanding anything executed and delivered to the contrary contained in Agent such agreements and documents as the definition of “Qualified Appraisal Update”, any Agent may reasonably require incident to such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6extension;
(iv4) the Borrowers Borrower shall have elected to extend reimbursed the final maturity date Agent and the Lenders for all reasonable costs and expenses incurred by each of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid them in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance connection with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date)request;
(v5) the Borrowers Borrower shall have delivered to the Administrative Agent an updated Carrying Costs Budgetpay such fees as are mutually agreed upon by Agent, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans Borrower, and the First Lien Loans applicable Extending Lenders; such fees shall be based on market conditions prevailing at the time of such increase for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance similar syndicated credit transactions with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower similarly situated Loan Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii6) Holdings or on the Borrowers Initial Expiration Date, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.06) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Commitment Percentages of the respective Lenders effective as of such date. In no event shall the Initial Expiration Date be extended pursuant to the provisions above, unless and until the Agent shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each notified the Borrower in writing that all of the Loans made under this Agreement from S&P conditions set forth herein have been satisfied and (ii) a private letter corporate family rating and private letter ratings for each of that the Loans made under this Agreement from M▇▇▇▇’▇Extended Expiration Date is in effect.
Appears in 1 contract
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this subsection shall not be effective unless:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Second Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Second Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund interest expense in respect of the Loans and the First Second Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Second Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and;
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇.
Appears in 1 contract
Sources: Credit Agreement (FX Real Estate & Entertainment Inc.)
Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the The extension of the Maturity Date or initial Extended Maturity Date, as applicable, pursuant to this subsection shall not be effective unlessSection 2.17 is subject to the following conditions precedent:
(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties of the Borrower contained in this Agreement are Article V shall be true and correct in all material respects, respects on and as of the date of such extension and after giving effect thereto, as though made except (A) that the representations and warranties in Sections 5.05(c) and 5.06 that are qualified by reference to “Public Filings” shall be qualified by reference to the Borrower’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Qs and as Current Reports on Form 8-K filed since the last day of such date the Borrower’s most recently completed fiscal year, (orB) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), if any such respectively, of Section 6.01 and (C) that the representation or and warranty is expressly stated contained in subsection (c) of Section 5.05 shall refer to have been made as the last day of a specific datethe Borrower’s most recently completed fiscal year rather than May 29, only as of such specific date)2011;
(iii) on the Collateral Agent Maturity Date or the initial Extended Maturity Date, as applicable, of each Non-Extending Lender, the Borrower shall have received a Qualified Appraisal Update prepay any Loans outstanding on such date (provided that, notwithstanding anything and pay any additional amounts required pursuant to Section 3.05) to the contrary contained in extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the definition of “Qualified Appraisal Update”, any such update must be issued and respective Lenders effective as of a date that is within ninety days of the then current Existing Maturity Date or the initial Extended Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;as applicable; and
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers shall have delivered to the Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vi) the Borrowers shall have deposited into the Interest Reserve Account an amount not less than an amount determined receipt by the Administrative Agent in good faith of such certificates of resolutions or other action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to be sufficient to fund interest expense in respect act as a Responsible Officer on behalf of the Loans Borrower in connection with such extension, along with such documents and the First Lien Loans for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed and that the Borrower is validly existing, and in good faith to be sufficient to fund carrying costs (as reflected standing in the updated Carrying Costs Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability its jurisdiction of organization, including certified copies of the Borrower Parties, if any, in connection with Borrower’s Organization Documents and a certificate of good standing from the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit Borrower’s jurisdiction of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of the sum of the then aggregate outstanding principal amount of all Loans and First Lien Loans and through a date no earlier than the Maturity Date (after giving effect to the proposed extension); and
(xiii) Holdings or the Borrowers shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇organization.
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Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Expiration Date pursuant to this subsection Section shall not only be effective unlesswith respect to any Lender on the Extension Effective Date if:
(i) the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and the additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the Extension Effective Date;
(ii) [reserved];
(iii) as of the date of such extension, and after giving effect thereto, the representations and warranties of the Borrower and the other Loan Parties herein and in the other Loan Documents shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct) as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.6(a) [Historical Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.12 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date);
(iv) no Event of Default or Event of Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;
(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);
(iii) the Collateral Agent shall have received a Qualified Appraisal Update (provided that, notwithstanding anything to the contrary contained in the definition of “Qualified Appraisal Update”, any such update must be issued and effective as of a date that is within ninety days of the then current Existing Maturity Date), demonstrating the Appraised Value of the Real Property Collateral, together with calculations based on the Appraised Value contained in such Qualified Appraisal Update, demonstrating pro forma compliance with the financial covenants set forth in subsection 6.6;
(iv) the Borrowers shall have elected to extend the final maturity date of the First Lien Credit Agreement (unless the First Lien Credit Agreement has been repaid in full and no amounts or commitments are outstanding thereunder) to a date that is no earlier than the Maturity Date (after giving effect to the proposed extension hereunder) in accordance with the terms of the First Lien Credit Agreement or otherwise in a manner satisfactory to the Administrative Agent (and such extension shall be effective prior to or concurrently with the effectiveness of the extension of the Maturity Date);
(v) the Borrowers Borrower shall have deliver or cause to be delivered to any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent an updated Carrying Costs Budget, an updated Operating Expenses Budget and an updated Predevelopment Expenses Budget each in form and substance reasonably satisfactory to the Administrative Agent for the six-month period ending on the Maturity Date (after giving effect to the proposed connection with any such extension);
(vi) on or before the Borrowers Expiration Date of each Non-Extending Lender, (A) the Borrower shall have deposited into paid in full the Interest Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund principal of and interest expense in respect on all of the Loans made by such Non-Extending Lender to the Borrower hereunder or the Additional Commitment Lenders shall have purchased such Loans and (B) the First Lien Loans for Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other under the six-month period ending on the Maturity Date other Loan Documents (it being understood that after giving effect to the proposed extension);
(vii) the Borrowers shall have deposited into the Carrying Costs Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund carrying costs (as reflected in the updated Carrying Costs Budget delivered in accordance with this clause (vvi) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(viii) the Borrowers shall have deposited into the Operating Expenses Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund operating costs (as reflected in the updated Operating Expenses Budget delivered in accordance with clause (v) above) for the thirty day period following the then current Existing Maturity Date;
(ix) the Borrowers shall have deposited into the Predevelopment Expenses Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund predevelopment costs (as reflected in the updated Predevelopment Expenses Budget delivered in accordance with clause (v) above) for the six-month period ending on the Maturity Date (after giving effect to the proposed extension);
(x) the Borrowers shall have deposited into the Marriott Parking Dispute Reserve Account an amount not less than an amount determined by the Administrative Agent in good faith to be sufficient to fund the increase (since the Effective Date) in potential liability of the Borrower Parties, if any, in connection with the Marriott Parking Dispute;
(xi) the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders an extension fee on the Existing Maturity Date in an amount equal to the product of (x) 0.25%, multiplied by (y) the aggregate principal amount of Loans then outstanding on the Existing Maturity Date;
(xii) the Borrowers shall have in effect a Replacement Interest Rate Cap Agreement with respect to an aggregate principal amount equal to at least 100% of any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the sum of the then aggregate outstanding principal amount of all Loans then-existing Expiration Date and First Lien Loans and through such Non-Extending Lender shall no longer be a date no earlier than the Maturity Date (after giving effect to the proposed extension“Lender” hereunder); and
(xiiivii) Holdings if such extension is being effectuated in accordance with the last paragraph of Section 12.1 [Modifications, Amendments or Waivers] pursuant to which the Borrowers terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by such provision shall have used commercially reasonable efforts to obtain current updates to (i) a private letter corporate rating and private letter ratings for each of the Loans made under this Agreement from S&P and (ii) a private letter corporate family rating and private letter ratings for each of the Loans made under this Agreement from M▇▇▇▇’▇become effective.
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