Common use of Extension of Revolving Termination Date Clause in Contracts

Extension of Revolving Termination Date. The Borrower may, not more than two times, request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 4 contracts

Samples: Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)

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Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(e)3.5(d) and (z) the Borrower shall have delivered duly executed copies of such additional documents (including without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably request and the Borrower shall pay the cost of any mortgages, Title Policy or any endorsement or update thereto, and any and all costs, fees, taxes, assessments or charges required to be paid in connection therewith. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer any Responsible Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Administrative Agent shall promptly notify the Borrower once the foregoing conditions have been satisfied as of the new Revolving Termination Date may be extended only two times pursuant to this SectionDate.

Appears in 3 contracts

Samples: Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 sixty (60) days but not more than 120 one hundred eighty (180) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of such date; provided, if any such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties date, they shall have been be true and correct in all material respects (except in to the case of a extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or warranty qualified by materialitysimilar language, in which case such representation or warranty it shall have been be true and correct in all respectsrespects (after giving effect to any such qualification)) on and as of such earlier date) ; and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees fees payable under Section 3.5.(e2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 3 contracts

Samples: Credit Agreement (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Properties, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving an Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 2 contracts

Samples: Credit Agreement (United Dominion Realty L P), Credit Agreement (United Dominion Realty L P)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 2 contracts

Samples: Credit Agreement (Select Income REIT), Pledge Agreement (Select Income REIT)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted which are not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior Any extension shall constitute certification by the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may ) are true and correct and the Borrower shall be extended only two times pursuant deemed to this Sectionhave represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Federal Realty OP LP), Credit Agreement (Federal Realty Investment Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per for each requestextension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the then current Revolving Termination Date, a written request for such extension (a the Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months from the then current Revolving Termination Date effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s requestrequest (or the request of any Lender through the Administrative Agent), the Borrower Parent shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Parent certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii). The Revolving Termination Date may be extended only two times pursuant to this SectionSection 2.14.

Appears in 2 contracts

Samples: Credit Agreement (Equity Lifestyle Properties Inc), Credit Agreement (Equity Lifestyle Properties Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per in each requestcase. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months from the current Revolving Termination Date effective upon receipt by the Administrative Agent of a Revolving the applicable Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 2 contracts

Samples: Credit Agreement (Equity Commonwealth), Credit Agreement (Equity Commonwealth)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the The Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment the satisfaction of the fee referred to in the following clause (y): conditions: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) before the then current Revolving Termination Date, the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 2 contracts

Samples: Credit Agreement (Washington Real Estate Investment Trust), Credit Agreement (Elme Communities)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 thirty (30) days but not more than 120 one hundred twenty (120) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this SectionSection 2.13.

Appears in 1 contract

Samples: Credit Agreement (Saul Centers Inc)

Extension of Revolving Termination Date. The Borrower mayBorrowers shall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requesttwelve (12) months. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 60 days but not more than 120 90 days prior to the current initial Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six twelve (12) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower Borrowers and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. Documents, and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(e3.6(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Lepercq Corporate Income Fund L P)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 months per each requestto July 17, 2019 (the “Extended Termination Date”). The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a the Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months to the Extended Termination Date effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s requestrequest (or the request of any Lender through the Administrative Agent), the Borrower Parent shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Parent certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: And Consolidated Credit Agreement (Equity Lifestyle Properties Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Hospitality Properties Trust)

Extension of Revolving Termination Date. The Borrower mayBorrowers shall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per for each requestextension. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and no Default under any of subsections (Ba), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by the each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(e3.5.(f). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Sl Green Operating Partnership, L.P.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and and, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior , (iii) in the case of the first extension to the effectiveness of any such extensioncurrent Revolving Termination Date pursuant to this Section 2.13, upon the Administrative Agent’s request, (x) the Borrower shall deliver be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022, shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance and (iv) in the case of the second extension to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The current Revolving Termination Date may be extended only two times pursuant to this Section.Section 2.13, the existing “4.50

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower may, not more than two times, request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Requisite Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Realty Income Corp)

Extension of Revolving Termination Date. PageNum# - The Borrower mayshall have the right, not more than two timesexercisable one time, to request that the Administrative Agent and the Revolving Lenders extend the current Original Revolving Termination Date by 6 months per each request. The Borrower may exercise such right only one year to the Extended Revolving Termination Date by executing and delivering to the Administrative Agent at least 30 days sixty (60) days, but not more than 120 days one hundred eighty (180) days, prior to the current Original Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by to the Administrative Agent of a Extended Revolving Extension Request and payment of the fee referred to in the following clause (y): Termination Date: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Hudson Pacific Properties, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the ​ ​ case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(e)3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022, shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance and (iv) in the case of the second extension to the current Revolving Termination Date pursuant to this Section 2.13, the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023, shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but (but, solely in the case of the exercise of the second extension option pursuant to this Section 2.13, not more than 120 days 90 days) prior to the then current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the Borrower shall be in compliance with the financial covenants set forth in Sections 9.1(a) through (c) (notwithstanding the Temporary Waiver Period ) calculated using pro forma projections for the fiscal quarter of the Borrower ending June 30, 2022 based on actual results for such period, annualized, and[intentionally omitted], (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022 (the “5.00% Senior Notes”), shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, or (z) at all times during the period commencing on the date of the first Extension Request and continuing through the date upon which the 5.00% Senior Notes are paid in full or refinanced in accordance with the preceding clause (y), the Borrower shall maintain Liquidity of not less than $650,000,000, and (iv) in the case of the second extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023 (the “4.50% Senior Notes”), shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, or (y) either (1) at all times during the period commencing on the date of the second Extension Request and continuing through the date upon which the 4.50% Senior Notes are paid in full or refinanced in accordance with the preceding clause (x), the Borrower shall maintain Liquidity of not less than $650,000,000, or (2) immediately prior to such extension and immediately after giving effect thereto, the Borrower shall (A) maintain Liquidity of not less than $150,000,000 and (B) be in compliance with the Temporary Waiver Period Incurrence Conditions. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y) and, as applicable, clause (iii) or (iv). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(e)3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.​ ​

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted which are not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior Any extension shall constitute certification by the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may ) are true and correct and the Borrower shall be extended only two times pursuant deemed to this Sectionhave represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied.

Appears in 1 contract

Samples: Credit Agreement (Federal Realty Investment Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 sixty (60) days but not more than 120 one hundred eighty (180) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date (except to the extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language, in which case it shall be true and correct in all respects (after giving effect to any such qualification)) on and as of such date; provided, if any such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties date, they shall have been be true and correct in all material respects (except in to the case of a extent that any such representation and warranty is qualified as to “materiality,” “Material Adverse Effect” or warranty qualified by materialitysimilar language, in which case such representation or warranty it shall have been be true and correct in all respectsrespects (after giving effect to any such qualification)) on and as of such earlier date) ; and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees fees payable under Section 3.5.(e2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (American Realty Capital Trust IV, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request (the “Extension Request”) to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. hereunder and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: And Consolidated Credit Agreement (Chambers Street Properties)

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Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 thirty (30) days but not more than 120 one hundred twenty (120) days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and not expressly permitted prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Saul Centers Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Credit Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Credit Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Realty Trust Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted which are not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior Any extension shall constitute certification by the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may ) are true and correct and the Borrower shall be extended only two times pursuant deemed to this Sectionhave represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied.

Appears in 1 contract

Samples: Credit Agreement (Federal Realty Investment Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, to request that the Administrative Agent and the Revolving Lenders extend the current Revolving Termination Date by 6 six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (y) the Borrower shall have paid the Fees payable under Section 3.5.(e)3.5.(d) and (z) no more than two Revolving Extension Requests shall have been submitted to Administrative Agent by Borrower. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Sunstone Hotel Investors, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable on two timesseparate occasions, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six (6) months per on each requestsuch occasion, first to January 5, 2027 and then to July 5, 2027. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 60 days but not more than 120 90 days prior to the current then-effective Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six (6) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): b) in connection with each such extension: (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (yb) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6(c). At any time prior , and (c) for the extension to the effectiveness of any such extensionJuly 5, upon the Administrative Agent’s request2027, the Borrower extension to January 5, 2027 shall deliver to first have been exercised in accordance with the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Sectionterms hereof.

Appears in 1 contract

Samples: Credit Agreement (LXP Industrial Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable on two timesseparate occasions, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six (6) months per on each requestsuch occasion, first to August 6, 2023 and then to February 6, 2024. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 60 days but not more than 120 90 days prior to the current then-effective Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six (6) months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (y): b) in connection with each such extension: (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (yb) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6(c). At any time prior , and (c) for the extension to the effectiveness of any such extensionFebruary 6, upon the Administrative Agent’s request2024, the Borrower extension to August 6, 2023 shall deliver to first have been exercised in accordance with the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Sectionterms hereof.

Appears in 1 contract

Samples: Credit Agreement (Lexington Realty Trust)

Extension of Revolving Termination Date. The Subject to the terms of this Section 2.12., the Borrower mayshall have the right, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension Date (a the Revolving Extension RequestNotice”). The If the Administrative Agent shall notify receive such a request, the Lenders if Administrative Agent shall forward a copy of it receives a Revolving Extension Request to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent Agent’s receipt of a Revolving Extension Request such request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bincluding any Default or Event of Default resulting under Section 2.7.(b)(ii) from changes in the Borrowing Base caused by changes in the Appraised Value of the Borrowing Base Properties as a result of the Appraisals referred to below in clause (iii)), (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent (x) that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for (y) of changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. Documents; and (yiii) the Administrative Agent has obtained new Appraisals on each of the Borrowing Base Properties (which the Administrative Agent shall order without unreasonable delay upon Buyer’s delivery of the Extension Notice); and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per each request. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 days prior to the current Revolving Termination Date, a written request for such extension (a “Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving Extension Request promptly upon receipt thereof. Subject thereof and, subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a each permitted Revolving Extension Request and payment of the fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in or, to the case of a representation or warranty extent qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from executed by a Responsible Officer of the chief executive officer Parent or chief financial officer the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Ax)(i) and (x)(Bx)(ii). The Revolving Termination Date may be extended only two times pursuant to this Section.(b)

Appears in 1 contract

Samples: Credit Agreement (DiamondRock Hospitality Co)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per in each requestcase. The For each desired extension, the Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Extension Request, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving such Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Credit Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Credit Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Healthcare Realty Trust Inc)

Extension of Revolving Termination Date. The Borrower mayshall have the option, not more than two timesexercisable one time, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 months per each requestone year. The Borrower may exercise such right option only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months one year effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Select Income REIT)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six-months per in the case of each requestsuch extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but not more than 120 90 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six six-months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yiiiy): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (y) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this SectionSection 2.15.

Appears in 1 contract

Samples: Credit Agreement (Washington Real Estate Investment Trust)

Extension of Revolving Termination Date. The Borrower mayshall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date in effect as of the date each such right is exercised by 6 months per each requestsix months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 30 days but (but, solely in the case of the exercise of the second extension option pursuant to this Section 2.13, not more than 120 days 90 days) prior to the then current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives a Revolving an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by the Administrative Agent of a Revolving the Extension Request and payment of the fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and Documents, (yii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d), (iii) in the case of the first extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) [intentionally omitted], (y) the existing “5.00% Senior Notes due 2022” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of August 15, 2022 (the “5.00% Senior Notes”), shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, or (z) at all times during the period commencing on the date of the first Extension Request and continuing through the date upon which the 5.00% Senior Notes are paid in full or refinanced in accordance with the preceding clause (y), the Borrower shall maintain Liquidity of not less than $650,000,000, and (iv) in the case of the second extension to the current Revolving Termination Date pursuant to this Section 2.13, (x) the existing “4.50% Senior Notes due 2023” issued by the Borrower, in the original principal amount of $500,000,000 with a stated maturity date of June 15, 2023 (the “4.50% Senior Notes”), shall have been paid in full or refinanced in full pursuant to a Qualified Refinancing Issuance, or (y) either (1) at all times during the period commencing on the date of the second Extension Request and continuing through the date upon which the 4.50% Senior Notes are paid in full or refinanced in accordance with the preceding clause (xfull pursuant to a Qualified Refinancing Issuance (such date, the “4.50% Senior Notes Repayment Date”), the Borrower shall maintain Liquidity of not less than $650,000,000, or (2) immediately prior to such extension and immediately after giving effect theretoas of the date of the second Extension Request, the Borrower shall (A) maintain Liquidity of not less than $150,000,000 and (B) be in compliance with (A) the financial covenant set forth in Section 9.1(g) and (B) the Temporary Waiver Period Incurrence Conditions. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y) and, as applicable, clause (iii) or (iv). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Extension of Revolving Termination Date. The Borrower mayBorrowers shall have the right, not more than exercisable two times, request that the Administrative Agent and the Revolving Lenders to extend the current Revolving Termination Date by 6 six months per for each requestextension. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 30 90 days but not more than 120 180 days prior to the current Revolving Termination Date, a written request for such extension (a an Revolving Extension Request”). The Administrative Agent shall notify forward to each Revolving Lender a copy of the Lenders if it receives a Revolving Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date shall be extended for six months effective upon receipt by of the Administrative Agent of a Revolving Extension Request and payment of the fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and no Default under any of subsections (Ba), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by the each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents or waived or consented to by applicable Lenders in accordance with the provisions of Section 13.6. and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B). The Revolving Termination Date may be extended only two times pursuant to this Section.

Appears in 1 contract

Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)

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