Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 2 contracts
Sources: Credit Agreement (SOUTHERN CALIFORNIA EDISON Co), Credit Agreement
Extension Option. (a) The Borrower Parent may request that the Total Commitments Termination Date be renewed for additional one year periods by providing notice of such request extended, on the same terms, from the Initial Revolving Termination Date to the Extended Revolving Termination Date (such notice, an the “Extension NoticeOption”) ), subject to the Administrative terms of this Clause 6.3, by giving notice to the Agent no not less than thirty (30) Business Days (and not more frequently than once in a calendar year; sixty (60) Business Days) before the Initial Revolving Termination Date, provided that the Parent has not exercised the Term Out Option.
(b) A notice for served by the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Parent pursuant to paragraph (a) of this Clause 6.3 above shall be permitted prior irrevocable subject to January 1, 2023. If a paragraph (e) of this Clause 6.3 below.
(c) The Agent shall promptly notify each Lender agrees, in its individual and sole discretion, to extend its Commitment of any such request.
(an “Extending Lender”), it will d) Each Lender shall notify the Administrative Agent, in writing, Agent of its decision (which shall be in its sole discretion) whether or not to do so no agree to the request not later than fifteen (15) days before the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Initial Revolving Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders)and, provided, that (i) more than 50% if any Lender has not notified the Agent of its acceptance of the Total Commitments is extended request on or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of before such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension it shall be deemed to occur prior have refused such request), and the Agent shall promptly notify the Parent whether or not each Lender has agreed to the Third Amendment Effective request.
(e) Promptly following receipt of notification from the Agent pursuant to paragraph (d) above, the Parent may elect, in its absolute discretion, by notice to the Agent, either:
(i) to accept the extension offered by some or all of the Lenders, in which case the Agent shall promptly notify the relevant Lender(s) of any such acceptance and the Termination Date shall be extended from the Initial Revolving Termination Date to the Extended Revolving Termination Date in relation to the Commitments and participations of such Lender(s) as elected on the same terms; or
(ii) if any Lender does not agree to an extension request, not to benefit from the Extension Option, in which case the Revolving Loan shall be repaid on the Initial Revolving Termination Date together with accrued interest and all other amounts outstanding.
(f) If any Lender does not agree to any extension request, and the Parent has elected to accept the extension offered by some of the Lenders, such non-agreeing Lender’s participation in any outstanding Revolving Loan shall be repaid on the Initial Revolving Termination Date), together with accrued interest and all other amounts outstanding in relation to such participation, and its Commitment shall be reduced to zero.
Appears in 2 contracts
Sources: Credit Facility Agreement, Facility Agreement (Gold Fields LTD)
Extension Option. The Borrower may shall have one (1) option to extend the Initial Maturity Date to June 30, 2019, if each and all of the following conditions precedent shall have been fulfilled or complied with (unless waived by the Required Lenders):
(a) The Borrower shall request that the Total Commitments be renewed for additional one year periods extension by providing written notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so by no later than February 1, 2019;
(b) On or before the applicable deadline specified Initial Maturity Date, the Borrower shall have paid to each Lender an extension fee in cash equal to 3.00% of the amount of such Lender’s New Money Loans then outstanding on the Initial Maturity Date (such fee shall be fully earned upon the exercise by the Extension Notice. Borrower of the extension option under this Section 2.10 and once paid shall not be refundable for any reason whatsoever);
(c) The Administrative Agent will notify Borrower shall have provided to the Lenders or their counsel a term sheet setting forth the material terms of a sale (which may include a sale or merger of Novelion and one or more of its Subsidiaries (but including the Borrower), or any other transaction having a similar effect or result) of the Borrower or its assets that, in the reasonable opinion of the Borrower, may be acceptable to the Borrower and its board of directors; and
(d) Since the Closing Date there shall not have been any event or circumstance, either individually or in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), providedaggregate, that has had or would reasonably be expected to have a Material Adverse Effect except for (i) more than 50% matters set forth in any public filings of Novelion prior to the Total Commitments is extended or otherwise committed to by Extending Lenders and any new LendersClosing Date, (ii) all representations and warranties made by any matters disclosed on the Borrower in or pursuant disclosure schedules to the Loan Documents as of the Closing Date, (iii) such events disclosed in writing to the Lenders or its Financial Advisor prior to the Closing Date and (iv) transactions expressly permitted by the Loan Documents.
(e) At the time of the effectiveness of the extension, the representations and warranties of the Borrower and each other Loan Party contained in Article V (other than Section 5.05) or any other Loan Document shall be true and correct in all material respects on and as of such date as if made on (before and as of after giving effect to such date and (iii) no Default or Event of Default exists, except (A) any extension); provided that to the extent that such representations and warranties which are explicitly stated as having been made as of a specific specifically refer to an earlier date, which representations and warranties they shall be true and correct in all material respects on and as of such date earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard after giving effect to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheldqualification therein) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of all respects on such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)respective dates.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Novelion Therapeutics Inc.), Bridge Credit Agreement (Novelion Therapeutics Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).and
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Extension Option. (a) The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that number of days specified by the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted Administrative Agent from time to time prior to January 1the then next occurring anniversary of the Closing Date (each, 2023a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the applicable deadline Noticed Anniversary Date specified by the Extension NoticeAdministrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following no later than 5 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (iiLenders,(ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 2 contracts
Sources: Credit Agreement (Southern California Edison Co), Credit Agreement
Extension Option. The Notwithstanding anything herein to the contrary, the Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice an extension of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date applicable to the Extended Revolving Commitments and the Canadian Revolving Commitment to the first anniversary of the Extended Termination Date (except as otherwise the “Extension Option”); provided in this Section 2.18 as to Declining Lenders), provided, that (i) more the Extension Option must be exercised no earlier than 5060 days before, and no later than 30 days prior to, the Extended Termination Date; (ii) the Borrower shall pay to each Extending Revolving Lender an extension fee of 0.50% of its Extended Revolving Commitment and to the Canadian Revolving Lender an extension fee of 0.50% of the Total Commitments is extended Canadian Revolving Commitment, such fees to be payable on the Extended Termination Date; (iii) no Default or otherwise committed to by Extending Lenders and any new Lenders, Event of Default shall exist on the Extended Termination Date; (iiiv) all the representations and warranties made by set forth in Article 3 hereof and in the Borrower in or pursuant to the Loan other Fundamental Documents shall be true and correct in all material respects on and as of the Extended Termination Date (except to the extent that such representations and warranties expressly relate to an earlier date in which case the Borrower shall confirm, reaffirm and restate such representations and warranties as of such earlier date) with the same effect as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Extended Termination Date”; (v) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loanshave a Minimum Liquidity of $250,000,000 on the Extended Termination Date, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the aggregate amount of the Commitments of Total Extended Revolving Commitment exceeds $550,000,000 at any Declining Lenders. The Borrower may extend time, the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date Minimum Liquidity amount described in clause (provided that one v) shall be increased by 50% of such extensions is excess and (vi) the 2022it being understood that Borrower shall deliver updated financial projections of the 2023 Extension shall Borrower and its Consolidated Subsidiaries calculated on an annual basis for the current and following fiscal year on a date to be deemed to occur prior to agreed upon by the Third Amendment Effective Date)Borrower and the Administrative Agent.
Appears in 2 contracts
Sources: Competitive Advance and Revolving Credit Agreement (PHH Corp), Competitive Advance and Revolving Credit Agreement (PHH Corp)
Extension Option. (a) The Borrower Termination Date may request that be extended in the Total Commitments be renewed manner set forth in this Section for additional a period of one year periods by providing from the Termination Date then in effect. If the Borrowers wish to request an extension of the Termination Date, the Borrowers shall give written notice of such request (such notice, an “Extension Notice”) to that effect to the Administrative Agent no not less than 30 days nor more frequently than once 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in a calendar year; provided that effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice for to the 2022 Extension Administrative Agent. If any Bank shall not count towards the foregoing limitation; provided further thathave responded affirmatively within such 30-day period, following the 2022 Extension, no additional notice such Bank shall be permitted prior deemed to January 1, 2023. If a Lender agrees, in its individual and sole discretion, have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended.
(an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, b) Any extension of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in pursuant to this Section 2.18 as 2.19 shall be subject to Declining Lenders), provided, that satisfaction of the following conditions:
(i) before and after giving effect to such extension, all representations and warranties contained in Article 4 shall be true;
(ii) at the time of such extension, no Default shall have occurred and be continuing or would result from such extension; and
(iii) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, the Administrative Agent and all of the Banks which have responded affirmatively, which Banks shall have more than 50% of the Total Commitments aggregate amount of the Commitments.
(c) If any Bank rejects, or is extended or otherwise committed deemed to by Extending Lenders and any new Lendershave rejected, the Borrowers’ proposal to extend its Commitment, (iiA) all representations such Bank’s Commitment shall terminate on the Termination Date then in effect with respect to such Bank, (B) the Borrowers shall pay to such Bank on such Termination Date any amounts due and warranties made by the Borrower in or pursuant payable to the Loan Documents shall be true and correct in all material respects such Bank on and as of such date as if made on and as of such date and (iiiC) no Default the Borrowers may, if they so elect, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or Event agree with an existing Bank that such Bank’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of Default existsthe Commitments. Upon execution and delivery by the Borrowers and such Bank or Additional Bank of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), except (A) any representations such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and warranties which are explicitly stated as having been made as all the rights and obligations of a specific dateBank with such a Commitment hereunder. On the date of termination of any Bank’s Commitment as contemplated by this subsection (b), which representations and warranties the respective participations of the other Banks in all outstanding Letters of Credit shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated redetermined on the earlier basis of (i) the then existing Termination Date (without regard their respective Commitments after giving effect to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17termination, and at such time the Borrower participation therein of the Bank whose Commitment is terminated shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lenderterminate; provided that the Borrowers shall, if any Declining Lender or any Lender holding and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination pursuant Section 9.6(cof participations in outstanding Letters of Credit shall be conditioned upon their having done so.
(d) and The Administrative Agent shall promptly notify the Assignee Banks of such Commitment agrees to extend the Termination Date effectiveness of such assigned Commitment until each extension of the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.19.
Appears in 2 contracts
Sources: Credit Agreement (Consolidated Edison Inc), Credit Agreement (Consolidated Edison Inc)
Extension Option. The Borrower may request has the option to extend the Expiration Date one (1) time in accordance with and subject to the terms and conditions of this Section 2.4 (the “Extension Option”). In the event that Lender determines in its sole discretion that the Total Commitments be renewed following conditions (collectively the “Conditions for additional one year periods by providing notice of such request (such notice, an “Extension NoticeExtension”) have been satisfied, Borrower has the right to extend the Expiration Date to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, last day of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), Period; provided, that Conditions for Extension (i), (ii), (iii), (iv) and (v) must be satisfied on the Extension Option Exercise Date and Conditions for Extension (i), (iv), (vi) and (vii) must be satisfied immediately prior to the Extension Period Commencement Date:
(i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Potential Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and ;
(ii) the date such Declining Extension LTVR Requirement has been met or Borrower has made a Voluntary Prepayment in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension LTVR Requirement is satisfied;
(iii) the Extension DSCR Requirement has been met as evidenced by the Borrower’s delivery of the Borrower’s Certificate of Debt Service Coverage Ratio in the form of Exhibit 2.4(B) or Borrower has made a Voluntary Prepayment to Lenders in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension DSCR Requirement is satisfied;
(iv) the Guarantor shall be in compliance with the Guarantor Financial Covenants;
(v) lien-free Completion of Construction has occurred;
(vi) payment of the Extension Fee to Lender is replaced has been made; and
(vii) Lender has received a Date Down Endorsement or other endorsement to its Title Insurance Policy in accordance with Section 2.17, and at such time form approved by Lender insuring the Borrower shall repay priority of the lien of the Mortgage in the amount of all Loans, participations in LC Disbursements and containing no exceptions other amounts owing to such Declining Lender; provided that if any Declining than Permitted Encumbrances. Borrower will provide Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion written notice of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees election to extend the Termination Expiration Date of such assigned Commitment until in the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18form attached hereto as Exhibit 2.4(A), then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent not later than sixty (60) days and the Issuing Lenders not sooner than one hundred twenty (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld120) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur days prior to the Third Amendment Effective then applicable Expiration Date).
Appears in 2 contracts
Sources: Construction Loan Agreement, Construction Loan Agreement (CNL Growth Properties, Inc.)
Extension Option. The Borrower may request that Tenant shall have two (2) options to extend the Total Commitments be renewed Term for additional one year consecutive periods by providing notice of five (5) Lease Years (each, an "Extension"). Notwithstanding the foregoing, however, at Landlord's election, Tenant's option to extend the Lease Term shall be declared null and void and Tenant shall have no right to extend the Lease if (a) as of the date immediately preceding the commencement of such request Extension, Tenant is not in occupancy of the entire Leased Premises then demised under the Lease for the conduct of Tenant’s business for the Permitted Use, or Tenant does not intend to continue to occupy the Leased Premises but intends to assign the Lease or sublet the Leased Premises in whole or in part, or (b) on the date Tenant exercises the option or at any time thereafter through the date immediately preceding the commencement date of such noticeExtension, an “Tenant is in default of any of its obligations under the Lease. Each Extension Notice”option will be exercisable by written notice given to landlord at least one hundred twenty (120) days prior to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, last day of the Lenders’ decisions promptly following then current Term. Upon such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from exercise, the then existing Termination Date Term of the Lease and such extended the Termination Date shall become be extended for the Termination Date (except period specified above upon the same terms, conditions, covenants, and agreements as otherwise provided are contained in this Section 2.18 as to Declining Lenders), the Lease without the necessity for the execution of any further instrument unless Landlord so requests; provided, that (i) more than 50% of the Total Commitments is extended Leased Premises shall be taken in their "as-is" condition during such Extension and Landlord shall have no obligation to make or otherwise committed to by Extending Lenders and pay for any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant improvements to the Loan Documents shall be true and correct in all material respects on and as of Leased Premises during such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Extension.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Extension Option. (a) The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request shall have two options (such notice, each an “Extension NoticeOption”) to extend the Stated Termination Date by one year per option, subject to satisfaction of the following conditions:
(i) the Administrative Agent no shall have received written notice of the extension request at least 30 days, but not more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that90 days, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Stated Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Date;
(ii) all of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which are explicitly stated as having been made as of a specific date, which case such representations and warranties shall be true and correct in all material respects on and respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such date earlier date);
(iii) no Default or Event of Default shall exist, or would immediately result from, such extension of the Stated Termination Date;
(iv) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties pursuant to an agreement in form and substance satisfactory to the Administrative Agent;
(Bv) the representations and warranties payment to the Administrative Agent for the ratable benefit of the Lenders of an extension fee of 0.25% of the Aggregate Revolving Commitment Amount at the time of such extension;
(vi) the Borrower shall have paid all of Administrative Agent’s expenses incurred in respect of the extension, including reasonable attorneys’ fees; and
(vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of preceding clauses (i) through (vi) has been satisfied and that the then existing Termination Date REIT Guarantor and the Borrower are in compliance with all the Financial Covenants both immediately before and immediately after giving effect to such extension.
(without regard to any renewals by other Lendersb) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (the “Existing Termination Date”) and (ii) the so long as such date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Revolving Loan Commitment Termination Date), the Stated Termination Date shall be extended by one calendar year.
Appears in 2 contracts
Sources: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, 45 days but no additional notice shall be permitted later than 30 days prior to January 112, 20232008 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend renew its Commitment (an “"Extending Lender”"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than the applicable deadline specified by the Extension Notice20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ ' decisions promptly following no later than 15 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ ' Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise Date, provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsdate, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s 's request for commitment renewal (a “"Declining Lender”") will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “"Existing Termination Date”") and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject acceptable to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 2 contracts
Sources: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed pursuant to occur prior to the Third Amendment Effective Date)this Section 2.18.
Appears in 2 contracts
Sources: Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, 45 days but no additional notice shall be permitted later than 30 days prior to January 112, 20232008 or any anniversary thereof (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend renew its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than the applicable deadline specified by the Extension Notice20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following no later than 15 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise Date, provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsdate, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject acceptable to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 2 contracts
Sources: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Extension Option. (a) The Borrower may request that an extension of the Total Commitments be renewed Maturity Date for additional one year periods by providing notice of such request (such noticeeach, an “Extension NoticeExtended Maturity Date”) to the Administrative Agent no more frequently than once in a calendar year); provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Borrower (A) provides written notice requesting the extension to the Facility Agent not less than 30 days nor more than 50% 60 days prior to the first anniversary or second anniversary of the Total Commitments is extended or otherwise committed Effective Date of the Facility, as applicable and (B) delivers to the Facility Agent a certificate signed by Extending Lenders and any new Lendersa duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties no more than two extension requests shall be true made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Facility Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.23(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as of applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.15, 2.18 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (Biii) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required if it so elects, designate a Person to be restated. Any become a Lender after consultation with the Facility Agent, or agree with an existing Lender that declines such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date or does the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not respond increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.23(b) shall be subject to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of conditions that:
(i) the then existing Termination Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(without regard ii) all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any renewals such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Facility Agent an Assignment and Acceptance or such other Lendersagreement acceptable to the Borrower and the Facility Agent and (B) any existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Facility Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (the “Existing Termination Date”A) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(cB) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended Extension Agreement pursuant to this Section 2.182.23(a), then the Termination Date payment of such assigned Commitment shall automatically be extended all amounts referred to in clauses (i) through (iii) above, and subject to the latest requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable Termination laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date upon such assignment or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 2 contracts
Sources: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Extension Option. The Upon satisfaction of all of the terms and conditions set forth in this Subsection 2.4(b), Borrower may request that shall have one (1) option (an “Extension Option”) to extend the Total Commitments be renewed Loan Term for an additional one (1) year periods by providing beyond the Initial Maturity Date (the “Extended Term”). During the Extended Term and except for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension Option, Borrower must provide Lender with written notice of such request (such notice, an the “Extension Notice”) of Borrower’s intent to exercise the Extension Option not less than sixty (60) days prior to the Administrative Agent Initial Maturity Date but no more frequently than once in a calendar yearninety (90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE. In consideration thereof, Borrower shall pay Lender the Extension Fee on or prior to the first day of the Extended Term, which Extension Fee shall be earned by Lender as of the date of the Extension Notice; provided that provided, however, if Borrower does not satisfy the notice Extension Conditions below, no Extension Fee shall be payable, although Borrower shall remain liable for the 2022 payment of the costs set forth in Section 2.4(b)(xi). In connection with the exercise by Borrower of the Extension Option, Borrower must satisfy each of the following conditions (the “Extension Conditions”):
(i) No Event of Default or Potential Event of Default shall exist as of the date of the Extension Notice and on the first day of the Extended Term;
(ii) Borrower has Completed the Improvements;
(A) The Declaration and Condominium Plans have been recorded and the SCA has taken title to the School Unit, (B) Borrower has no further liability associated with the construction and/or delivery of the School Unit (other than the SCA Pre- and Post-Turnover Work), (C) the Master Lease and Sublease have been terminated and memoranda of termination have been submitted for filing in the forms attached to the School Unit Purchase Agreement or in another form(s) reasonably satisfactory to Lender.
(iv) The Offering Plan has been submitted to and accepted for filing by the Attorney General and the Subdivided Residential Units are being marketed for sale;
(v) The Improvements shall be in compliance, in all material respects, with the Business Plan and the Approved Budget;
(vi) Borrower is in compliance with the Sales Pace Covenant.
(vii) All financial statements required to be delivered pursuant to Section 9.1(a) and 9.1(b) of this Agreement have been received and Indemnitor continues to satisfy the Indemnitor’s Financial Covenants;
(viii) Lender shall have received a title continuation from the Title Company that issued the Title Policy indicating that there has been no undischarged new or intervening liens or encumbrances or other matter not previously approved or consented to by Lender in writing (unless contested in accordance with the terms of this Agreement), any cost of such title continuation being the sole responsibility of Borrower;
(ix) The Loan to Value Ratio, measured as of the Initial Maturity Date, shall not count towards be greater than fifty percent (50%). Subject to payment by Borrower of any applicable Breakage Fee, but otherwise without Borrower being required to pay the foregoing limitation; provided further thatMinimum Multiple Fee or other fee or penalty, following the 2022 Extension, no additional notice Borrower shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to prepay the Loan Documents shall be true and correct or post cash security or a letter credit, acceptable to Lender in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existseach case, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up necessary to satisfy the amount foregoing Loan to Value Ratio requirement.
(x) If required under Section 8.17, Borrower has entered into an Interest Rate Cap Agreement satisfying the terms of Section 8.17 (or extended the term of the Commitments Interest Rate Cap Agreement in place if one was required at the time of any Declining Lenders. The the Extension Term so that it is coterminous with the remaining Loan Term), which Interest Rate Cap Agreement shall be issued by an Issuer satisfying the Rate Cap Rating Criteria and otherwise reasonably satisfactory to Lender; and
(xi) Borrower may extend the Termination Date pursuant to shall pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with Borrower exercising its rights under this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date2.4(b).
Appears in 1 contract
Sources: Master Loan Agreement (Trinity Place Holdings Inc.)
Extension Option. The Subject to the provisions of this Section 2.3(c), Borrower, at its option, may extend the term of the Loan for one (1) additional twelve (12)-month period. Borrower’s right to extend the term of the Loan is subject to the satisfaction of each of the following conditions:
(i) Borrower may shall deliver to Lender a written request that to extend the Total Commitments be renewed for additional one year periods by providing notice term of such request the Loan (such notice, an the “Extension NoticeRequest”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment at least ninety (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from 90) days before the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Maturity Date.
(ii) no Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Extension Request to Lender, or on the date the extension period commences.
(iii) Borrower shall have paid to Lender, in immediately available funds, an extension fee equal to three-quarters of one percent (0.75%) of the outstanding principal balance of the Loan as of the first day of such extension.
(iv) During the extended term of the Loan, all representations terms and warranties made by the Borrower in or pursuant to conditions of the Loan Documents (other than the original Maturity Date) shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, continue to apply except that (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties the Contract Rate shall be true adjusted to equal seven and correct in all material respects on and as of such date one-quarter percent (7.25%) per annum, and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees have no further right to extend the Termination Date term of the Loan.
(v) The Cash on Cash Return equals or exceeds nine percent (9.0%), and the Debt Service Coverage (based on the Contract Rate which will be in effect upon commencement of such assigned Commitment until extension period) equals or exceeds 1.2 to 1; provided, however, that if, based on the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent outstanding Loan balance as of the Administrative Agent date of calculation, Borrower fails to satisfy the foregoing Cash on Cash Return and/or Debt Service Coverage condition(s), Borrower may satisfy such condition(s) by paying down the outstanding Loan balance to an amount that would result in such condition(s) being satisfied.
(vi) If requested by Lender, Borrower shall cause to be delivered to Lender at Borrower’s expense an updated Site Assessment satisfactory to Lender, which shall show no adverse matters or items.
(vii) If requested by Lender, Borrower shall cause to be delivered to Lender at Borrower’s expense an updated engineering report satisfactory to Lender, which shall show no adverse matters or items.
(viii) Borrower shall execute and deliver such other instruments, certificates, opinions of counsel and documentation as Lender shall reasonably request in order to preserve, confirm or secure the Liens and security granted to Lender by the Loan Documents, including any other Lender. The Borrower will have the right amendments, modifications or supplements to accept commitments from third party financial institutions subject to the consent any of the Administrative Agent Loan Documents, endorsements to Lender’s title insurance policy and, if required by Lender, estoppels and the Issuing Lenders other certificates.
(ix) Borrower shall pay all costs and expenses incurred by Lender in connection with such consent extension of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Loan, including Lender’s reasonable attorneys’ fees and actual disbursements.
Appears in 1 contract
Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Extension Option. The Borrower (a) On each of the first and the second anniversary of the date hereof, the Termination Date may request that be extended in the Total Commitments be renewed manner set forth in this Section for additional a period of one year periods by providing from the Termination Date then in effect. If the Borrowers wish to request an extension of the Termination Date, the Borrowers shall give written notice of such request (such notice, an “Extension Notice”) to that effect to the Administrative Agent no not less than 30 days nor more frequently than once 90 days prior to the applicable anniversary of the date hereof, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in a calendar year; provided that its sole and absolute discretion, within 30 days of such notice to the notice for the 2022 Extension Administrative Agent. If any Lender shall not count towards the foregoing limitation; provided further thathave responded affirmatively within such 30-day period, following the 2022 Extension, no additional notice such Lender shall be permitted prior deemed to January 1, 2023. If a Lender agrees, in its individual and sole discretion, have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended.
(an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, b) Any extension of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in pursuant to this Section 2.18 as 2.19 shall be subject to Declining Lenders), provided, that satisfaction of the following conditions:
(i) before and after giving effect to such extension, all representations and warranties contained in Article 4 shall be true;
(ii) at the time of such extension, no Default shall have occurred and be continuing or would result from such extension; and
(iii) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, the Administrative Agent and all of the Lenders which have responded affirmatively, which Lenders shall have more than 50% of the Total Commitments aggregate amount of the Commitments.
(c) If any Lender rejects, or is extended or otherwise committed deemed to by Extending Lenders and any new Lendershave rejected, the Borrowers’ proposal to extend its Commitment, (iiA) all representations such Lender’s Commitment (and, if such Lender is an Issuing Lender, its obligation to issue Letters of Credit) shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrowers shall pay to such Lender on such Termination Date any amounts due and warranties made by the Borrower in or pursuant payable to the Loan Documents shall be true and correct in all material respects such Lender on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (BC) the representations and warranties set forth in Sections 4.2Borrowers may, 4.7 and 4.11 shall not be required if they so elect, designate one or more Eligible Assignees which at the time agree to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) in the then case of any such Person that is an existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) Lender, increase its Commitment and (ii) in the case of any other such Person, become a party to this Agreement with a Commitment of not less than $5,000,000, provided that any such designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrowers and such Lender or Additional Lender of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such Declining Lender is replaced in accordance with Section 2.17termination, and at such time the Borrower participation therein of the Lender whose Commitment is terminated shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lenderterminate; provided that the Borrowers shall, if any Declining Lender or any Lender holding and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior the outstanding Loans and/or secure cancellation of outstanding Letters of Credit or, to its termination pursuant Section 9.6(c) and the Assignee extent that such redetermination cannot be effected within the limits of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that even after all outstanding Loans have been extended prepaid, Cash Collateralize the Letter of Credit Liabilities to the extent of the excess, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so.
(d) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.19.
Appears in 1 contract
Extension Option. The Borrower (a) So long as at the time no Default or Event of Default shall exist, the Revolving Commitment Termination Date and/or the Maturity Date with respect to the Revolving Commitments and Term Loans hereunder, as applicable, may request be extended in the manner set forth in this Section 2.24 for a period of one year from the applicable Revolving Commitment Termination Date or Maturity Date then in effect (an “Extension”); provided that the Total Commitments Revolving Commitment Termination Date or Maturity Date, as applicable, may only be renewed so extended once per year for additional one year periods by providing each Class. If the Borrower wishes to request an Extension, the Borrower shall give written notice of such request (such notice, an “Extension Notice”) to that effect to the Administrative Agent no not less than 45 days nor more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted 90 days prior to January 1each anniversary of the Closing Date that occurs prior to the Revolving Commitment Termination Date or Maturity Date, 2023as applicable, then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of the applicable Class of such request. If a Each applicable Lender agreeswill use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify within 30 days of such notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, in writingsuch Lender shall be deemed to have rejected the Borrower’s proposal to extend such Lender’s Revolving Commitment or Term Loans, as applicable, and only the Revolving Commitments and the Term Loans, as applicable, of its decision those Lenders which have responded affirmatively shall be extended, subject to do so no later than the applicable deadline specified receipt by the Extension Notice. The Administrative Agent will notify of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, in writing, the Administrative Agent and all of the Lenders’ decisions promptly following such deadlineLenders that have responded affirmatively. The Extending Lenders’ No extension of Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in or Term Loans pursuant to this Section 2.18 as to Declining Lenders), provided, that (i) 2.24 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having or holding more than 50% of the Total Commitments Voting Power Determinants in respect of the applicable Class.
(b) If any Lender rejects, or is extended deemed to have rejected, the Borrower’s proposal to extend such Lender’s Revolving Commitment or otherwise committed to by Extending Lenders and any new LendersTerm Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsapplicable, except (A) subject to (B) below, this Agreement shall terminate on the Latest Maturity Date then in effect with respect to such Lender, and the Borrower shall pay to such Lender on such Latest Maturity Date any representations amounts due and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects payable to such Lender on and as of such date and (B) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required to be restated. Any if it so elects, require any Lender that declines or does not respond elect to extend its Revolving Commitment or Term Loans, as applicable, to assign its Revolving Commitment or Term Loans, as applicable, in its entirety to one or more Eligible Assignees pursuant to Section 10.06(d) which Eligible Assignees will agree to the Borrowerextension of the Revolving Commitment Termination Date or Maturity Date, as applicable. On the date of termination of any Lender’s request for commitment renewal Revolving Commitment as contemplated by clause (a “Declining Lender”A) will have its Commitment terminated of the first sentence of this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Loans shall be redetermined on the earlier basis of their respective Revolving Commitments, as applicable, after giving effect to such termination and, if applicable, any assignment pursuant to clause (iB) of the then existing Termination Date first sentence of this subsection (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17b), and at such time the Borrower participation therein of the Lender whose Revolving Commitment is terminated shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lenderterminate; provided that the Borrower shall, if any Declining Lender or any Lender holding and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Loans within the limits of the Revolving Commitments which are not terminated, prepay on such date a Commitment with a Non-Extended Termination Date assigns all or any portion of the outstanding Term Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its Commitment prior to its termination pursuant Section 9.6(chaving done so.
(c) and The Administrative Agent shall promptly notify the Assignee applicable Lenders of such Commitment agrees to extend the Termination Date effectiveness of such assigned Commitment until each extension of the latest applicable Termination Date of other then-existing Revolving Commitments that have been extended or Term Loans pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.24.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (8point3 Energy Partners LP)
Extension Option. The Borrower may request Provided that iMall, Inc., a Nevada corporation, has not assigned this Lease or sublet any or all of the Total Commitments Premises (it being intended that all rights pursuant to this provision are and shall be renewed personal to the original Tenant under this Lease and shall not be transferable or exercisable for additional one year periods by providing notice the benefit of any Transferee), and provided Tenant is not in default under this Lease at the time of exercise or at any time thereafter until the beginning of any such request extension of the Term, Tenant shall have the option (such notice, an “Extension Notice”the "EXTENSION OPTION") to extend the Administrative Agent no Term for an additional period of five (5) years (each an "EXTENSION PERIOD"), by giving written notice to Landlord of the exercise of any such Extension Option at least ten (10) months, but not more frequently than once in a calendar yeartwelve (12) months, prior to the expiration of the initial Term. The exercise of any Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the applicable Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the notice for exercise of the 2022 Extension Option. Any Extension Option shall terminate if not count towards exercised precisely in the foregoing limitation; manner provided further that, following herein. Any extension of the 2022 Extension, no additional notice Term shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual upon all the terms and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided conditions set forth in this Section 2.18 as to Declining Lenders)Lease and all Exhibits thereto, provided, that except that: (i) more than 50% Tenant shall have no further option to extend the Term of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new LendersLease, other than as specifically set forth herein; (ii) all representations and warranties made by Landlord shall not be obligated to contribute funds toward the Borrower cost of any remodeling, renovation, alteration or improvement work in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date Premises; and (iii) no Default or Event of Default exists, except Base Rent for any such Extension Period shall be the then Fair Market Base Rental (Aas defined below) any representations for the Premises for the space and warranties which are explicitly stated as having been made as of a specific dateterm involved, which representations and warranties shall be true and correct in all material respects on and determined as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)below.
Appears in 1 contract
Sources: Lease Agreement (Imall Inc)
Extension Option. The Borrower may request that Tenant shall have the Total Commitments be renewed for additional one year periods by providing notice of such request option to extend this Lease (such notice, an the “Extension Option”) for one additional term of three (3) years (the “Extension Period”), upon the terms and conditions hereinafter set forth:
(a) If the Extension Option is exercised, then the Base Rent per annum for such Extension Period (the “Option Rent”) shall be an amount equal to the Fair Market Rental Value (as defined hereinafter) for the Premises as of the commencement of the Extension Option for such Extension Period.
(b) The Extension Option must be exercised by Tenant, if at all, only at the time and in the manner provided in this Section 51.1(b).
(i) If Tenant wishes to exercise the Extension Option, Tenant must, on or before the date occurring nine (9) months before the expiration of the initial Lease Term (but not before the date that is twelve (12) months before the expiration of the Initial Lease Term), exercise the Extension Option by delivering written notice (the “Exercise Notice”) to Landlord. If Tenant timely and properly exercises its Extension Option, the Administrative Agent no more frequently than once Lease Term shall be extended for the Extension Period upon all of the terms and conditions set forth in a calendar year; provided the Lease, as amended, except that the notice Base Rent for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Period shall be permitted prior as provided in Section 51.1(a) and Tenant shall have no further options to January 1extend the Lease Term.
(ii) If Tenant fails to deliver a timely Exercise Notice, 2023Tenant shall be considered to have elected not to exercise the Extension Option.
(c) It is understood and agreed that the Extension Option hereby granted is personal to Tenant and is not transferable, except that it may be assigned together with this Lease to a Permitted Tenant Affiliate or to an entity resulting from an Approved Reorganization (collectively with Permitted Tenant Affiliates, a “Permitted Transferee”). If In the event of any assignment or subletting of the Premises or any part thereof (other than to a Lender agreesPermitted Transferee), the Extension Option shall automatically terminate and shall thereafter be null and void.
(d) Tenant’s exercise of the Extension Option shall, if Landlord so elects in its individual and sole absolute discretion, to extend its Commitment (an “Extending Lender”), it will notify be ineffective in the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, event that (i) more than 50% an Event of Default by Tenant remains uncured at the time of delivery of the Total Commitments is extended Exercise Notice or otherwise committed to by Extending Lenders and any new Lendersat the commencement of the Extension Period, or (ii) all representations and warranties made Tenant shall have reduced the size of the Premises below the size of the initial Premises by the Borrower in agreement with Landlord or pursuant to the Loan Documents shall be true and correct an express right in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Lease.
Appears in 1 contract
Sources: Lease Agreement (Model N Inc)
Extension Option. The Borrower may request (a) Provided that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except the Borrower may, by written notice to Administrative Agent and each Lender (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties notice shall be true irrevocable and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 which shall not be required deemed effective unless actually received by Administrative Agent and each Lender) no earlier than 60 days prior to, and not later than 41 days prior to, each anniversary of the Closing Date, request an extension of the Revolving Credit Termination Date to a date that is one year later than the Revolving Credit Termination Date then in effect.
(b) Each Lender shall, within 30 days of receipt of the applicable request, notify the Administrative Agent in writing whether such Lender consents to the extension of the Revolving Credit Termination Date, such consent to be restatedin the sole discretion of such Lender. Any If any Lender that declines or does not respond so notify the Administrative Agent of its decision within such 30 day period, such Lender shall be deemed to have not consented to such request of the Borrower.
(c) The Administrative Agent shall promptly notify the Borrower whether the Required Lenders have consented to such request. If the Administrative Agent does not so notify the Borrower within 35 days after the Administrative Agent’s receipt of such request, the Administrative Agent shall be deemed to have notified the Borrower that the Required Lenders have not consented to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining request. Each Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees which elects not to extend the Revolving Credit Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant or fails to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of so notify the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not is herein a “Non-Consenting Lender,” and each Lender which elects to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Revolving Credit Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date 2.20 is herein a “Consenting Lender.”
(provided that one d) If, at any time after a Non-Consenting Lender’s receipt of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur a request for extension under this Section 2.20 and prior to the Third Amendment Effective Revolving Credit Termination Date then in effect, any Person satisfying the conditions set forth in Section 10.04(b)(i) offers to purchase all of such Non-Consenting Lender rights and obligations under the Loan Documents for a purchase price at least equal to the Replacement Lender Purchase Price, then upon the satisfaction of the conditions set forth in Section 10.04(b)(ii) (which conditions must be satisfied before the Revolving Credit Termination Date then in effect), such Non-Consenting Lender agrees to promptly assign all of its rights and obligations under this Agreement to such Person (such Person being herein referred to as a “Replacement Lender”); provided, however, if the Non-Consenting Lender shall be an Issuing Lender, in addition to the foregoing requirements, such Non-Consenting Lender shall have received replacement letters of credit for any then outstanding Letters of Credit issued by such Non-Consenting Lender.
(e) The Revolving Credit Termination Date shall be extended as to the Consenting Lenders only upon the consent of the Required Lenders, and the then-existing Revolving Credit Termination Date shall remain unchanged as to the Non-Consenting Lenders. For purposes of this Section 2.20, the Required Lenders shall be determined after giving effect to any Replacement Lenders which have purchased the rights and obligations of a Non-Consenting Lender in accordance with clause (d) above. If the Required Lenders have consented to the extension of the Revolving Credit Termination Date, but less than all Lenders have consented to the extension of the Revolving Credit Termination Date, then:
(i) the Revolving Loan Commitments of the Non-Consenting Lenders shall be terminated effective as of the Revolving Credit Termination Date determined without giving effect to the extension granted pursuant to this Section 2.20(e) (the “Non-Consenting Lender Termination Date”);
(ii) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of any outstanding Revolving Loans, including any accrued interest thereon;
(iii) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of any outstanding Swingline Loans with respect to which the Non-Consenting Lenders have purchased a participation pursuant to Section 2.04(c), including any accrued interest thereon;
(iv) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders their Applicable Percentage of the aggregate amount of all LC Disbursements funded by the Non-Consenting Lenders which have not been reimbursed to the Non-Consenting Lenders or converted into a Revolving Loan or Swingline Loan;
(v) on the Non-Consenting Lender Termination Date, the Borrower shall pay to the Non-Consenting Lenders all outstanding fees, reimbursements and other amounts accrued under the Loan Documents for the account of the Non-Consenting Lenders; and
(vi) as of the Non-Consenting Lender Termination Date, (A) all of the obligations of the Non-Consenting Lenders pursuant to Section 2.05(d) to fund any LC Disbursements with respect to Letters of Credit outstanding on the Non-Consenting Lender Termination Date and (B) all of the obligations of the Non-Consenting Lenders pursuant to Section 2.04(c) to purchase participations in any outstanding Swingline Loans outstanding on the Non-Consenting Lender Termination Date shall have been assumed by the remaining Lenders (including the Replacement Lenders) in accordance with the Applicable Percentages of such remaining Lenders, which Applicable Percentages shall be determined after giving effect to the termination of the Revolving Loan Commitments of the Non-Consenting Lenders, provided, however, if the remaining Lenders are unable to assume all of such obligations because to do so would cause them to exceed their respective Revolving Loan Commitments, then to the extent such obligations cannot be so assumed, the Borrower shall prepay or cash collateralize, as the case may be, such obligations on the Non-Consenting Lender Termination Date.
Appears in 1 contract
Extension Option. The Borrower may request that Lender extend (the Total Commitments be renewed for additional one year periods by providing notice “Extension Option”) the Stated Maturity Date to February 7, 2024 (the “Extended Stated Maturity Date”). Upon receipt of any such request to so extend the Stated Maturity Date, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date will be so extended upon the satisfaction each of the following conditions, with no extension fee or other fee payable to Lender.
(a) Borrower will give Lender its written notice requesting such notice, extension (an “Extension Notice”) not less than 60 days prior to original or then-current Stated Maturity Date, as applicable (i.e., the then-current Maturity Date without giving effect to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lendersrequested extension) (the “Existing Termination Current Maturity Date”);
(b) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (ii) i.e., the date such Declining Lender is replaced in accordance with Section 2.17then-current Stated Maturity Date without giving effect to the requested extension), and no more than two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at such the time that the request is made);
(c) Borrower shall repay all Loans, participations delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in LC Disbursements clause (b) above; and other amounts owing With respect to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees request by Borrower to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Stated Maturity Date pursuant to this Section 2.18 2.6, if Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each such condition, Lender will have no more than twice following obligation to extend the SecondThird Amendment Effective Stated Maturity Date (provided that one of such extensions hereunder. As this Extension Option results in Lender receiving additional interest, and Borrower having additional time to repay the principal and paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Option.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) Subject to the Administrative Agent no more frequently than once in a calendar year; provided that terms and conditions contained herein, Tenant shall have the notice right to extend the term of this Lease for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no one additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretionperiod of three (3) years, to extend its Commitment begin immediately upon the expiration of the original term of this Lease (an the “Extending Lenderextended term”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, provided that each of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions has been satisfied: (i) more than 50% as of the Total Commitments is date of the Tenant’s Notice of Intent (as defined below), the Landlord’s Notice of the Market Rate (as defined below), the Date of Tenant’s Acceptance (as defined below), and as of the commencement of the extended or otherwise committed to by Extending Lenders term, Tenant shall not be in default and shall not have previously been in default of its obligations under this Lease beyond any new Lenders, applicable grace period; (ii) all representations Tenant shall have a net income for the 12-month period immediately preceding the date of the Extension Notice and warranties made by for the Borrower in or pursuant to 12-month period immediately preceding the Loan Documents shall be true and correct in all material respects on and as commencement of such date as if made on and as of such date the extended term; and (iii) no Default or Event simultaneously with delivery of Default existsthe Extension Notice and also at the commencement of the extended term, except (A) any representations and warranties which are explicitly stated as having been made as Tenant shall have delivered to Landlord an audited statement prepared using generally accepted accounting principles evidencing such net income during each of a specific date, which representations and warranties shall be true and correct the periods specified in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and clause (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have hereinabove. If an audited statement has not yet been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent prepared for either of the Administrative Agent or any other Lender. The Borrower will 12-month periods specified in (ii) above, Tenant shall deliver, in lieu thereof, a financial statement certified by an officer of the company and prepared using generally accepted accounting principles to evidence said net income, provided, however, ▇▇▇▇▇▇ shall deliver said audited statement to Landlord immediately upon its completion and if said audited statement does not corroborate the certified financial statement, Landlord shall have the right to accept commitments from third party financial institutions subject terminate the extended term and any extension notice delivered by Tenant shall be deemed null and void and of no further effect as between the parties. Landlord shall not be liable to Tenant for any damages (direct, indirect, punitive, consequential, special or otherwise) incurred by Tenant in connection with any failure of the term of this Lease to be extended hereunder. All of the terms, covenants and provisions of this Lease shall apply to such extended term except that the Annual Fixed Rent Rate for such extension period shall be the market rate at the commencement of such extended term, as designated by Landlord. The “market rate” shall be the annual fair market rental rate during the extended term, for leases, for a space of similar size to the consent Premises and of a quality comparable to the Premises, in a comparable market as reasonably determined by Landlord. In order for Tenant’s right to extend the term of this Lease to be effective, Tenant shall notify Landlord in writing of its desire to extend the term no later than June 15, 2007 (the “Tenant’s Notice of Intent”). If ▇▇▇▇▇▇ delivers the Tenant’s Notice of Intent as aforesaid, then, not later than July 5, 2007, Landlord shall give written notice to Tenant of Landlord’s designation of the Administrative Agent market rate (the “Landlord’s Notice of the Market Rate”). Tenant shall either accept or reject in writing Landlord’s designation of the market rate no later than July 15, 2007 (in the event Tenant accepts Landlord’s designation, the date of Tenant’s acceptance is referred to herein as the “Date of ▇▇▇▇▇▇’s Acceptance”). Any failure on the part of Tenant to deliver, or any act or omission by Tenant not to deliver, its notice accepting or rejecting the Landlord’s designation of the market rate shall bind Tenant to Landlord’s designation of the market rate and the Issuing Lenders (such consent extension of this Lease shall automatically be effected without the execution of any additional documents. If Tenant accepts the Landlord’s designation of the Administrative Agent market rate, the extension of this Lease shall be automatically effected without the execution of any additional documents. If Tenant fails or the Issuing Lenders decides not to be unreasonably withheld) in an amount up to the amount timely deliver its Notice of Intent, or rejects Landlord’s designation of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension market rate, as aforesaid, Tenant shall be deemed to occur have waived its right to extend the term of the Lease hereunder. The original term and the extended term are hereinafter collectively called the “term”. In any event, the Annual Fixed Rent Rate for the extended term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Third Amendment Effective Date)such extended term.
Appears in 1 contract
Sources: Lease (Lemaitre Vascular Inc)
Extension Option. (a) The Borrower may request that shall have the Total Commitments be renewed for additional option (such option, the “Extension Option”) of extending the Revolving Commitment Termination Date by one year periods by providing year, subject to satisfaction of the following conditions:
(i) the Administrative Agent shall have received written notice of such the extension request at least thirty (such notice30) days, an “Extension Notice”but not more than one hundred-twenty (120) days, prior to the Revolving Commitment Termination Date;
(ii) the payment to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, ratable benefit of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for Lenders of an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50extension fee of 0.20% of the Total aggregate principal amount of the Revolving Commitments is so extended or otherwise committed to by Extending Lenders and any new Lenders, at the time of such extension;
(iiiii) all of the representations and warranties made by the Borrower in or pursuant to the Loan Documents Documentation shall be true and true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which are explicitly stated as having been made as of a specific date, which case such representations and warranties shall be true and correct in all material respects on and respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such date earlier date);
(iv) no Default or Event of Default shall have occurred and be continuing, or would immediately result from, such extension of the Revolving Commitment Termination Date;
(Bv) if the most recent Appraisal with respect to any Borrowing Base Asset is dated more than one year prior to the Revolving Commitment Termination Date, then an updated Appraisals shall be required with respect to each such Borrowing Base Asset, such updated Appraisal to be in form and substance satisfactory to the Administrative Agent; provided that Desktop Appraisals shall be sufficient unless otherwise required by FIRREA;
(vi) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties;
(vii) the representations outstanding principal amount of the GE Mortgage Indebtedness that has a maturity date prior to the 5th anniversary of the Closing Date is less than $50,000,000;
(viii) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in respect of the extension, including reasonable attorneys’ fees to the extent such fees and warranties expense are required to be paid pursuant to the Loan Documents; and
(ix) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the conditions set forth in Sections 4.2, 4.7 clauses (i) through (iv) and 4.11 shall not be clauses (vi) and (viii) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been or were required to be restated. Any Lender that declines delivered under Section 5.1(a) or does not respond (b).
(b) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Loan Commitment terminated on Termination Date), the earlier of (i) the then existing Revolving Loan Commitment Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)May 30, 2019.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (CareTrust REIT, Inc.)
Extension Option. The At any time after the first anniversary of the Closing Date, the Borrower may request that shall have the Total Commitments be renewed option to extend the Revolving Credit Maturity Date for additional a one (1) year periods period (the “Extension Period”) by providing notice giving Agent written Notice of such request election to extend not more than 45 days prior to the proposed date that such extension is to become effective (such notice, an the “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending LenderEffective Date”), it will notify the Administrative Agent, in writing, which date of its decision to do so no effectiveness shall be not later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borroweroriginal Revolving Credit Maturity Date, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% no Default or Event of Default exists either on the Total Commitments date such notice is extended given or otherwise committed to by Extending Lenders and any new Lenderson the Extension Effective Date, (ii) all each of the representations and warranties made by Borrower or the Borrower other Loan Parties in this Agreement or the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects as of the date they were made, as of the date notice of extension is given and as of the Extension Effective Date (except to the extent of changes resulting from transactions permitted by the Loan Documents Documents, it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects on and only as of such date as if made on and as of such date and specified date), (iii) no Default the Loan Parties execute and deliver such amendments or Event modifications to the Security Deeds as Agent may require in order to evidence such extension and to maintain the effectiveness and priority of Default existsthe Security Deeds, except (A) any representations together with payment of all mortgage, recording, intangible, documentary stamp or other similar taxes and warranties charges which are explicitly stated Agent determines to be payable as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as result of such date extension and the recording of such amendments or modifications, and affidavits or other information which Agent determines to be necessary in connection therewith, and (Biv) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 Borrower shall not be required have paid to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated Agent on the earlier Extension Effective Date, for the account of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced Revolving Lenders in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent their respective percentage of the Administrative Agent or any other Lender. The Borrower will have the right aggregate Revolving Commitments of all Revolving Lenders, an extension fee equal to accept commitments from third party financial institutions subject to the consent fifty one hundredths of one percent (0.50%) of the Administrative Agent and the Issuing Lenders (such consent aggregate Revolving Commitments of the Administrative Agent or the Issuing Revolving Lenders not to be unreasonably withheld) in an amount up to the amount as of the Commitments Extension Effective Date. Pursuant to §9.1(c), the maximum Total Leverage Ratio shall be reduced to thirty percent (30%) as of the last day of any Declining Lenders. The fiscal quarter of Borrower may extend during the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Period.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Group Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to extend the consent term of the Administrative Agent and the Issuing Lenders Revolving Credit Note for an additional four (such consent of the Administrative Agent or the Issuing Lenders not 4) years, by providing written notice to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one Lender of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur intent no earlier than three hundred and sixty (360) days and no later than one hundred and eighty (180) days prior to the Third Amendment Effective fifth (5/th/) anniversary of the Closing Date). In the event no Event of Default or Potential Default shall then exist, the term of the Revolving Credit Note shall be extended for an additional four (4) year period commencing on the fifth (5/th/) anniversary of the Closing Date and terminating on the ninth (9/th/) anniversary of the Closing Date upon the same terms and conditions set forth herein and in the other Loan Documents. Notwithstanding any of the foregoing to the contrary, Lender, in its sole discretion, shall have the right to redetermine the G-Fee matrices with respect to all amounts payable under a Base Rate Borrowing Tranche during such extension period, including resetting the G-Fee percentages and Facility Debt Service Coverage Ratios listed on SCHEDULE 3.2 and SCHEDULE 3.2A. ------------ ------------- Lender shall notify Borrower of its determination with respect to the same at least sixty (60) days prior to the fifth (5/th/) anniversary of the Closing Date, which notice shall include Lender's redetermination of all such percentages and Facility Debt Service Coverage Ratios to be used to determine any G-Fee payable under a Base Rate Borrowing Tranche, which percentages and Facility Debt Service Coverage Ratios shall govern the determination of any G-Fee payable hereunder during such extension period. In the event Lender shall provide Borrower with notice of such redetermination, Borrower shall, on or prior to the fifth (5/th/) anniversary of the Closing Date, promptly execute and deliver to Lender any amendments to this Agreement, the Revolving Credit Note or any of the Loan Documents and title endorsements as Lender shall require, in its sole discretion, evidencing the redetermination of such percentages and Facility Debt Service Coverage Ratios, and Borrower shall cause Guarantor to execute any reaffirmation of its Guaranty requested by Lender in connection with any actions taken by Borrower hereunder. Any failure of Borrower to execute and/or deliver such documents on or prior to the fifth (5/th/) anniversary of the Closing Date shall render Borrower's election of the extension period null and void and of no further force and effect, and the Revolving Credit Note shall then expire on the fifth (5/th/) anniversary of the Closing Date, unless sooner terminated pursuant to the provisions hereof. Borrower shall pay all expenses Lender shall incur with respect to the amendments discussed in the prior sentence, including, without limitation, attorneys' fees. No redetermination under this SECTION 2.17 shall affect in any ------------ way the terms of any Fixed Rate Note, including the interest rate payable thereunder or the G-Fee attributable to any Fixed Rate Borrowing Tranche.
Appears in 1 contract
Sources: Credit Agreement (United Dominion Realty Trust Inc)
Extension Option. (a) The Borrower may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Total Commitments be renewed for additional one year periods by providing Borrower provides written notice of such request (such notice, an “Extension Notice”) requesting the extension to the Administrative Agent no more frequently not earlier than once in a calendar year; provided that the notice for the 2022 Extension shall 90 days and not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted later than 30 days prior to January 1any anniversary of the Effective Date (an “Anniversary Date”). The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender, 2023. If a Lender agrees, acting in its individual and sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Commitment Maturity Date (an a “Non-Extending Lender”)), it will notify within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, subject to (x) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) satisfaction of each of the conditions set forth in writingclause (c) of this Section 2.17 and (z) if applicable, of its decision to do so no later than the applicable deadline specified receipt by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders.
(b) The Borrower may, if it so elects upon 5 Business Days’ decisions promptly following such deadline. The notice to the Administrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments will and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be renewed for an additional one year from in addition to such ▇▇▇▇▇▇’s Commitment hereunder on such date); provided that any such designation or agreement may not increase the then existing Termination Date and such extended Termination Date Aggregate Commitments. This Section 2.17(b) shall become be subject to the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions that:
(i) more than 50% the Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to the date of such assumption, as applicable, on, the outstanding Loans and Letters of Credit, if any, of the Total Commitments is extended or otherwise committed to by Non-Extending Lenders and any new Lenders, under their respective Commitments being assumed;
(ii) all representations additional costs, reimbursements, expense reimbursements and warranties made indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and Borrower;
(iii) no Default or Event of Default existswith respect to any such Assuming Lender, except the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid by the Assuming Lender (Aor, if it has been so agreed, by the Borrower); and
(iv) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties each Assuming Lender shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond have delivered to the Borrower’s request for commitment renewal Borrower and the Administrative Agent an Assignment and Assumption as to its assumption of the Commitments of Non-Extending Lenders. Upon execution and delivery of the foregoing Assignment and Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a “Declining Lender”a) will have its Commitment terminated on of this Section 2.17 and the earlier payment of all amounts referred to in clauses (i) through (iii) above, the then existing Termination Date (without regard to any renewals by other Lenders) (Assuming Lenders will be substituted for the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to Extending Lenders under this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended Agreement to the latest applicable Termination Date upon such assignment extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 1 contract
Sources: Revolving Credit Agreement (Darden Restaurants Inc)
Extension Option. The Borrower may request (a) Provided that as of the date of the notice specified below and at the commencement of the Extension Term, as defined below, Tenant is not in default beyond any applicable grace period and has not previously been in default of its obligations under this Lease beyond any applicable grace period during the immediately preceding 12 months and that Tenant has not assigned this Lease or sublet more than 30% of the Premises (excluding Permitted Transfers), Tenant shall have the right to extend the term of this Lease for 1 additional period of 5 years, such period to begin immediately upon the expiration of the then current term of this Lease (the "Extension Term"). All of the terms, covenants and provisions of this Lease shall apply to such Extension Term except that the Total Commitments Annual Fixed Rent Rate for such Extension Term shall be renewed for additional one year periods by providing notice the Fair Rental Value of the Premises at the commencement of such request (such noticeExtension Term, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023as designated by Landlord. If a Lender agrees, in its individual and sole discretion, Tenant shall elect to extend its Commitment (an “Extending Lender”)exercise any of the aforesaid options, it will notify the Administrative Agent, shall do so by giving Landlord notice in writing, writing of its decision intention to do so no not later than 15 months prior to the expiration of the then current term of this Lease. It is agreed that time is of the essence of this Section 2.3. Accordingly, if Tenant fails timely to exercise its option for any Extension Term on or before the applicable deadline exercise date specified above, Tenant shall have no further right or option to extend the term of this Lease hereunder or otherwise. The Original Term and the Extension Term are herein together called the "term."
(b) If Tenant timely and properly gives such notice with regard to the Extension Term, the term of this Lease shall be automatically extended for the Extension Term without the execution of any additional documents.
(1) For the purposes hereof, the "Fair Rental Value" of the Premises shall mean the fair rental value thereof that that would be agreed upon between a landlord and a tenant executing a lease with respect to comparable space in a comparable building located in Boston, Massachusetts for a comparable term, upon all of the other business terms of this Lease assuming the following:
(A) the landlord and tenant are well informed and well advised and each is acting in what it considers to be its own best interests;
(B) the rental shall reflect the condition of the Premises and all residual value of any improvements to the Premises; and
(C) the transaction takes into consideration the additional rent to be paid by Tenant and all applicable brokerage commissions.
(2) In no event, however, shall the Fair Rental Value be less than the Annual Fixed Rent Rate in effect immediately prior to the Extension Term.
(3) Notwithstanding anything to the contrary herein contained, the parties hereby agree that in connection with any determination of Fair Rental Value hereunder, Landlord shall have the right, exercisable by written notice to Tenant 12 on or before the time that Landlord gives Tenant its designation of Fair Rental Value hereunder :
(A) to change Base Operating Costs from the amount stated in Section 1.1 to an amount equal to the actual amount of Operating Costs for the immediately preceding Lease Year; and/or
(B) to change the Base Taxes from the amount stated in Section 1.1 to an amount equal to the actual amount of the 6A Payment or Taxes for the immediately preceding fiscal/tax year for which Landlord has actual data. If Landlord exercises such right, such new base amounts shall then apply for the Extension Term and shall be taken into account in determining the Fair Rental Value.
(d) If Tenant disagrees with Landlord's designation of the Fair Rental Value, and the parties cannot agree thereon, then the Fair Rental Value shall be determined by the Extension Notice. The Administrative Agent will notify appraisal process set forth in Article 10 hereof.
(e) If Tenant exercises its right of appraisal and the Borrower, in writing, appraisal has not been concluded at the commencement of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an Extension Term, Tenant shall pay annual Fixed Rent as so determined by Landlord and additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except rent as otherwise provided in Section 4.2 hereof. If the Fair Rental Value as determined by appraisal is greater than or less than Fair Rental Value as determined by Landlord, then any adjustment required to correct the amount previously paid shall be made by payment by the appropriate party 10 days after such determination of Fair Rental Value.
(f) Notwithstanding any contrary provision of this Section 2.18 as 2.4 or any other provision of this Lease, any purported exercise by Tenant of its rights hereunder shall be void and of no effect unless on the date of Tenant's notice to Declining Lenders), provided, that Landlord exercising its right to extend the term for the Extension Term and on the date of commencement of the Extension Term: (i) more than 50% of the Total Commitments this Lease is extended or otherwise committed to by Extending Lenders in full force and any new Lenders, effect; (ii) all representations and warranties made by the Borrower Tenant is not in or pursuant to the Loan Documents shall be true and correct in all material respects on and as default of such date as if made on and as any of such date its obligations under this Lease beyond any applicable grace period; and (iii) no Default or Event the original Tenant hereunder (and/or the transferee in a Permitted Transfer) continues in occupancy of Default existsat least 70% of the Premises; provided, except however, that Landlord reserves the right to waive by written notice the provisions of this paragraph with respect to any Extension Term.
(Ag) any representations and warranties which are explicitly stated In the event Tenant elects to exercise the extension option as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2this Section 2.4, 4.7 Landlord and 4.11 Tenant agree to enter into an amendment to this Lease to confirm such exercise and to document all changes to this Lease resulting from any exercise of such option; provided, however, the execution of any such amendment shall not be required to be restated. Any Lender that declines or does not respond a condition precedent to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals valid exercise by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent Tenant of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)extension option granted herein.
Appears in 1 contract
Sources: Lease (Breakaway Solutions Inc)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Second Amendment Effective Date (provided pursuant to this Section 2.18(provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date2022 Extension).
Appears in 1 contract
Extension Option. The Borrower may request (a) Tenant shall have the option (the “Extension Option”) to extend the Original Term of this Lease for one additional period of five (5) years to begin immediately upon the expiration of the Original Term (the "Extended Term"), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall not (x) be in monetary default and/or (y) be in non-monetary default beyond notice and cure period and/or (z) have been in default of its obligations under this Lease beyond any applicable grace period more than once during the immediately preceding 12-month period in each instance, and is occupying 100% of the Premises;
(ii) Tenant and/or Guarantor shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the Extended Term; and
(iii) Simultaneously with the delivery of the Extension Notice and also at the commencement of the Extended Term, Tenant shall have delivered to Landlord (x) consolidated audited statements (collectively, an “Audited Statement”) for Tenant and/or Guarantor for the preceding year, prepared using generally accepted accounting principles, and (y) unaudited consolidated statements for Tenant and/or Guarantor for the most recently completed quarter prepared using generally accepted accounting principles, all of which are evidencing such net income during each of the periods specified in clause (ii) hereinabove; it being agreed that if and when an additional Audited Statement is completed between the delivery of the Extension Notice and the commencement of the Extension Term (an “Updated Audited Statement”), Tenant will deliver such Updated Audited Statement to Landlord (and such Updated Audited Statement must satisfy the requirements set forth herein in all respects). If the above conditions have not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth in clauses (i), (ii), and (iii) of this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant in writing and shall be used for the sole purpose of giving effect to the Extension Option and no other purpose.
(b) All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Total Commitments Annual Fixed Rent Rate for Extended Term shall be renewed the fair-market rental rate for additional one year periods comparable space in comparable Class A office buildings in the Burlington/Bedford area as of the commencement of the Extended Term (“Market Rate”), as designated by providing Landlord. If Tenant shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice of such request (such notice, an the “Extension Notice”) of its election not later than twelve (12) months prior to the Administrative Agent no more frequently expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the necessity of the execution of any additional lease or amendment documents. Tenant’s Extension Option is personal to the initial named Tenant, Lantheus Medical Imaging, Inc. (and any assignee or subtenant pursuant to a Permitted Transfer, as defined in Section 6.2.1 below), and may not otherwise be assigned under any circumstances. The Original Term and the Extended Term shall be collectively referred to as the "Term" or the “term”.
(c) Not later than once in a calendar year; provided that thirty (30) days following the notice giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the 2022 Extension Extended Term. Within fifteen (15) business days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023notify Landlord whether Tenant accepts or disputes such rate. If a Lender agrees▇▇▇▇▇▇ disagrees with ▇▇▇▇▇▇▇▇’s determination, in its individual then Landlord and sole discretion▇▇▇▇▇▇ shall commence negotiations to agree upon the Market Rate. In any event, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than Annual Fixed Rent Rate for the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 Extended Term shall not be required to be restated. Any Lender that declines or does not respond less than the Annual Fixed Rent Rate in effect immediately prior to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated commencement of the Extended Term, inclusive of any escalations. If Landlord and Tenant are unable to reach agreement on the earlier of Market Rate within thirty (i30) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) days after the date such Declining Lender is replaced in accordance with Section 2.17, and at such time on which Landlord first gave Tenant ▇▇▇▇▇▇▇▇’s proposal for the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18Market Rate, then the Termination Date Market Rate shall be determined as provided below.
(d) If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) business days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent estimates is not more than [***] of the Administrative Agent or any other Lender. The Borrower will have estimate, then the right to accept commitments from third party financial institutions subject to Market Rate shall be the consent average of the Administrative Agent and two estimates. If the Issuing Lenders (such consent matter is not resolved by the exchange of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension estimates, then Market Rate shall be deemed to occur prior to the Third Amendment Effective Date)determined by an independent arbitrator as set forth below.
Appears in 1 contract
Extension Option. The Borrower may request A. Tenant shall have the option (the “Extension Option”) to extend the Original Term of this Lease for one additional period of five (5) years to begin immediately upon the expiration of the Original Term (the “Extended Term”), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall not be in default beyond notice and cure periods (it being agreed that if at such time Landlord has provided Tenant a notice of default for which the applicable cure period has yet to expire, Tenant must cure such default within such cure period for Tenant’s exercise of the right hereunder to be valid) and shall not have previously been in default of its obligations under this Lease beyond any applicable notice and cure periods;
(ii) Tenant shall have had a net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the Extended Term;
(iii) Tenant shall have continuously occupied 100% of the Premises; and
(iv) Simultaneously with the delivery of the Extension Notice and also at the commencement of the Extended Term, Tenant shall have delivered to Landlord an unaudited financial statement, certified as true and correct by an officer of Tenant and using generally accepted accounting principles, evidencing such net income during each of the periods specified in clause (ii) hereinabove. If the above conditions have not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth in clauses (i), (ii), and (iii) of this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant in writing and shall be used for the sole purpose of giving effect to the Extension Option and no other purpose.
B. All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Total Commitments Annual Fixed Rent Rate for Extended Term shall be renewed the fair-market rental rate for additional one year periods comparable space in comparable buildings in the Burlington, Massachusetts area as of the commencement of the Extended Term (“Market Rate”), as designated by providing Landlord. If Tenant shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice of such request (such notice, an the “Extension Notice”) of its election not earlier than eighteen (18) months and not later than twelve (12) months prior to the Administrative Agent no more frequently expiration of the Original Term of this Lease, time being of the essence thereof. If Tenant timely and properly gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. Tenant’s Extension Option is personal to the initial named Tenant, Myomo, Inc., and any Permitted Transferee (as defined in Section 6.2.1(f) below), and, except in connection with a Permitted Transfer (as defined in Section 6.2.1(f) below), may not be assigned under any circumstances. The Original Term and the Extended Term shall be collectively referred to as the “Term” or the “term”.
C. Not later than once thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If T▇▇▇▇▇ disagrees with L▇▇▇▇▇▇▇’s determination, then Landlord and T▇▇▇▇▇ shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the commencement of the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a calendar year; provided that sealed envelope its good faith estimate of the notice for Market Rate. If the 2022 Extension shall higher of such estimates is not count towards more than one hundred five percent (105%) of the foregoing limitation; provided further thatother estimate, following then the 2022 Extension, no additional notice Market Rate shall be permitted prior to January 1, 2023the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below.
E. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a Lender agreesmutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, in its individual and sole discretion, to extend its Commitment having no less than ten (10) years’ experience (an “Extending LenderApproved Arbitrator”). If the parties cannot agree on such person, it then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Extended Term. The costs of the Final Arbitrator will notify be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, however, shall be borne by the Administrative Agentparty that retained such Approved Arbitrator or counsel. If the dispute between the parties as to a market rate has not been resolved before the commencement of the Extended Term, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated by Landlord until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord.
F. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the Premises during the Extended Term.
G. With respect to any assignment or subletting during the Original Term of this Lease (other than to a Permitted Transferee in writingconnection with a Permitted Transfer), of its decision such assignment shall not include the Extension Option granted to do so Tenant, and such sublease shall be for a term expiring no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Expiration Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Office Lease (Myomo, Inc.)
Extension Option. The Borrower (a) On each of the first anniversary of the Closing Date and the second anniversary of the Closing Date, the Revolving Termination Date may request that the Total Commitments be renewed for additional one year periods by providing notice of such request extended (such noticeeach, an “Extension NoticeExtension”) in the manner set forth in this Section 2.15 for a period of one year from the Revolving Termination Date then in effect (the “Existing Termination Date”). If the Borrower wishes to request an Extension, the Borrower shall give written notice thereof to the Administrative Agent no not less than 30 days nor more frequently than once in a calendar year; provided that 90 days prior to the notice for applicable anniversary of the 2022 Extension Closing Date, whereupon the Administrative Agent shall promptly notify each of the Revolving Lenders of such request. If any Revolving Lender shall not count towards the foregoing limitation; provided further thathave responded affirmatively within 30 days of such notice, following the 2022 Extension, no additional notice such Revolving Lender shall be permitted prior deemed to January 1, 2023. If a Lender agrees, in its individual and sole discretion, have declined the Borrower’s request to extend the Revolving Termination Date with respect to its Commitment Revolving Commitment, and only the Revolving Termination Date with respect to the Revolving Commitments of those Revolving Lenders (an the “Extending LenderRevolving Lenders”), it will notify the Administrative Agent, in writing, of its decision ) which have responded affirmatively to do so no later than the applicable deadline specified by the Extension Noticesuch request shall be extended. The Administrative Agent will notify Revolving Lenders shall have the Borrower, right to respond affirmatively to or decline any Extension in writing, their sole and absolute discretion.
(b) Any Extension pursuant to this Section 2.15 shall be subject to satisfaction of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions:
(i) more than 50% of the Total Commitments is extended or otherwise committed before and after giving effect to by Extending Lenders and any new Lenderssuch Extension, (ii) all representations and warranties made by the Borrower contained in or pursuant to the Loan Documents Article 6 shall be true and correct in all material respects on and as of such the effective date as if made on and as of such date and (iii) no Default or Event of Default existsExtension, except (A) any to the extent that such representations and warranties which are explicitly stated as having been made as of a specific specifically refer to an earlier date, in which representations and warranties case they shall be true and correct in all material respects on and as of such date and earlier date;
(Bii) at the time of such Extension, no Default or Event of Default shall exist or would result from such Extension;
(iii) the representations sum of the Revolving Committed Amounts of the Extending Revolving Lenders with respect to such Extension represent at least a majority of the then applicable Aggregate Revolving Committed Amount; and
(iv) receipt by the Administrative Agent of counterparts of an extension agreement in form and warranties set forth in Sections 4.2substance reasonably satisfactory to the Administrative Agent (the “Extension Agreement”), 4.7 duly completed and 4.11 shall not be required signed by the Borrower, the Administrative Agent and the Extending Revolving Lenders.
(c) If any Revolving Lender declines, or is deemed to be restated. Any Lender that declines or does not respond to have declined, the Borrower’s request for commitment renewal proposal to extend the Revolving Termination Date with respect to its Revolving Commitment (a “Declining Lender”), (A) will have its such Declining Lender’s Revolving Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date and, if such Declining Lender is replaced an L/C Issuer, its obligation to issue Letters of Credit) shall terminate on the Existing Termination Date with respect to the Revolving Commitment of such Declining Lender and (B) the Borrower shall pay to such Declining Lender on such Existing Termination Date the principal amount of any outstanding Loans made by such Declining Lender, together with any accrued interest thereon, and any other amounts due and payable to such Declining Lender on such date. The Borrower may replace any Declining Lender in accordance with Section 2.17, and at such time 11.13. The Administrative Agent shall promptly notify the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent Revolving Lenders of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent effectiveness of each Extension of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Revolving Termination Date pursuant to this Section 2.18 no more than twice following 2.15.
(d) On the SecondThird Amendment Effective Revolving Termination Date of any Declining Lender’s Revolving Commitment as contemplated by subsection (c) above, the respective participations of the remaining Revolving Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Revolving Commitment Percentages after giving effect to the termination of the Revolving Commitments of such Declining Lenders (including the termination of the participations of Declining Lenders in all outstanding Letters of Credit); provided that one if, after giving effect to the termination of such extensions is Revolving Commitments, the 2022it being understood that Outstanding Amount of Revolving Obligations exceeds the 2023 Extension remaining Aggregate Revolving Committed Amount, the Borrower shall prepay Revolving Loans in an amount equal to such excess. Notwithstanding anything to the contrary herein, the “L/C Sublimit” with respect to the issuance or amendment of Letters of Credit with an expiry date following any Existing Termination Date shall be deemed to occur prior equal to the Third Amendment Effective lesser of (x) the L/C Sublimit otherwise in effect at such time and (y) the Aggregate Revolving Committed Amount in effect after giving effect to the termination of the Revolving Commitments of Declining Lenders on such Existing Termination Date).
Appears in 1 contract
Sources: Credit Agreement (Directv)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-then- existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Closing Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed pursuant to occur prior to the Third Amendment Effective Date)this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement
Extension Option. The Borrower may request that On the Total Commitments be renewed for additional one year periods by providing notice of such request (such noticeOption Date, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, with the prior written consent of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending SuperMajority Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and so long as of such date as if made on and as of such date and (iii) there exists no Default or Event of Default existsDefault, except (A) any representations may elect to extend the maturity of the Working Line Loan for an additional 364 day period until the Extension Final Maturity. Such election must be made no sooner than 60 days prior to the Option Date and warranties which are explicitly stated as having been made as no later than 30 days prior to the Option Date by written notice in accordance with the terms of a specific dateSection 11.02 hereof to each Lender of its request to extend the final maturity of the Working Line Loan. Each Lender shall, which representations no later than 10 Business Days after receipt of such notice, give written notice to the Borrower and warranties the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be true deemed to have approved such extension; but, upon the Option Date, its Working Line Specified Percentage shall be zero and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 Lender shall not be required to be restatedparticipating in the Working Line Loan thereafter. Any Lender that declines or does not respond Notwithstanding anything herein to the Borrower’s request for commitment renewal (a “Declining Lender”) will contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Lenders having Working Line Specified Percentages totaling 100%, then, if SuperMajority Lenders have its Commitment terminated on the earlier of consented to such extension (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and only those consenting Lenders will have Working Line Specified Percentages in excess of zero, (ii) subject to the date terms of Section 2.18 hereof, the Working Line Commitment shall be reduced by a dollar amount equal to the product of the non-consenting Lenders' Working Line Specified Percentages times the Working Line Commitment in effect on the day before the Option Date, (iii) subject to the terms of Section 2.18 hereof, the Administrative Agent will notify each Lender of its reallocated Working Line Specified Percentage, the new Working Line Commitment and the reallocated Total Specified Percentage, (iv) the Borrower will pay all Consequential Costs incurred as a result of any such Declining Lender is replaced in accordance with reallocation of Working Line Specified Percentages, (v) subject to the terms of Section 2.172.18 hereof, and at such time the Borrower shall repay in full all Loans, participations in LC Disbursements and other amounts owing portions of the Obligations representing such non-consenting Lenders' Working Line Specified Percentages of all outstanding Working Line Advances to such Declining Lender; provided that if any Declining non-consenting Lenders, (vi) the Borrower shall execute and deliver new promissory notes to each extending Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and in the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of form required by the Administrative Agent and (vii) subject to satisfaction of each of the Issuing Lenders (such foregoing requirements, the Working Line Loan final maturity shall be automatically extended on the Option Date to the Extension Final Maturity. If the Borrower receives the consent of Lenders having Working Line Specified Percentages totaling 100%, then the Administrative Agent or Working Line Loan final maturity shall be automatically extended on the Issuing Lenders not to be unreasonably withheld) in an amount up Option Date to the amount of Extension Final Maturity, and each Lender will retain its Working Line Specified Percentage and the Commitments of any Declining Lenders. The Borrower may extend Working Line Commitment shall remain the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)same.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that number of days specified by the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted Administrative Agent from time to time prior to January 1the then next occurring anniversary of the Closing Date (each, 2023a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the applicable deadline Noticed Anniversary Date specified by the Extension NoticeAdministrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following no later than 5 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 1 contract
Extension Option. The Borrower may request that (a) Provided this Lease is then in full force and effect without any existing uncured default of Lessee hereunder, Lessor hereby grants unto Lessee the Total Commitments be renewed right and option to extend the Lease Term for additional one year periods by providing notice (1) term of five (5) years, with such request (such notice, an “Extension Notice”) term to commence on the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, day following the 2022 Extensionexpiration date of the initial Lease Term. In order to exercise such extension option, Lessee shall notify Lessor in writing no additional notice shall be permitted prior to later than January 1, 20232006, of Lessee's desire to so extend the Lease Term. If a Lender agrees, in Lessee exercises its individual and sole discretion, option to extend its Commitment this Lease for five (an “Extending Lender”)5) years, it will notify the Administrative AgentBase Rent Rate for the first year for the five (5) year extension period shall be no less than $21.50 per square foot of Rentable Floor Area per annum, in writing, and no greater than $24.50 per square foot of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date Rentable Floor Area per annum and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents Base Rent Rate shall be true escalated annually at three percent (3%) per year during the extension term. If Lessor and correct Lessee cannot reasonably agree in all material respects good faith on and as of such date as if made or before April 1, 2006 on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of Base Rent Rate between $21.50 and $24.50 for the Commitments of any Declining Lenders. The Borrower may extend Extension Term, the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Option shall be deemed to occur prior terminated.
(b) During such extension term, all of the terms, conditions and provisions of this Lease shall remain in effect; provided, however, there shall be no allowances granted during any such extension period. In addition to the Third Amendment Effective Date)Base Rent Rate, Lessee shall continue to pay Additional Rental during the extension term."
8. Exhibit "G", Special Stipulations, Paragraph 11 "Rental Concession", the ------------------------------------------------------------------- following new subparagraph shall be added at the end thereof as follows: "For the Second Expansion Area there will be no Rental Concession."
9. Exhibit "G", Special Stipulations, Paragraph 15, "Temporary Storage ------------------------------------------------------------------- Area", the following new paragraph shall be added at the end thereof as ----- follows:
Appears in 1 contract
Sources: Lease (Financial Service Corp)
Extension Option. The Borrower So long as this Lease is still in full force and effect, and subject to the Conditions (as hereinafter defined), which Landlord may request waive, in its discretion, at any time, but only by notice to Tenant, Tenant shall have the right to extend the term of this Lease for one (1) additional period (the “Extended Term”) of three (3) years, commencing on the day succeeding the expiration of the Original Term and ending on the day immediately preceding the third anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then Original Term shall apply to the Extended Term except that (i) the Total Commitments Annual Fixed Rent for the Extended Term shall be renewed the Market Rate (as hereinafter defined) for additional one year periods the Premises determined as of the commencement of such Extended Term, as designated by providing Landlord by notice to Tenant (“Landlord’s Notice”), but subject to Tenant’s right to dispute as hereinafter provided, Tenant shall have no further right to extend the term of this Lease beyond the Extended Term. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of such request its election (such notice, an the “Extension Election Notice”) not sooner than one (1) year, nor later than eight (8) months, prior to the Administrative Agent no more frequently than once in a calendar year; provided that expiration of the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Original Term. If a Lender agreesTenant fails to give such Election Notice to Landlord, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, term of its decision to do so this Lease shall automatically terminate no later than the applicable deadline specified by end of the Extension Original Term, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of such Election Notice. If Tenant shall extend the term hereof pursuant to the provisions of this Section 2.3, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the Extended Term. The Administrative Agent will notify “Conditions” are that, as of the Borrowerdate of the Election Notice there shall exist no Default of Tenant and the named Tenant as set forth in Section 1.1 (or any successor by Merger, or any Affiliate as defined in Section 6.2.1) shall actually occupy the entire Premises. Notwithstanding any provision of this Section 2.3 to the contrary, if Landlord’s Notice shall contain the Relocation Request, then Tenant may withdraw and cancel its Election Notice by notice given to Landlord not later than twenty (20) days after Landlord’s Notice (time being of the essence), in writingwhich case Tenant’s Election Notice shall be null, void and of no effect and the term of this Lease shall expire not later than the expiration of the Lenders’ decisions promptly following Original Term as if the Election Notice had never been given. If Tenant shall not withdraw the Election Notice timely, then Landlord may relocate Tenant in accordance with the Relocation Request and Section 2.1, and in such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided case, all references in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant 2.3 to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Premises” shall be deemed to occur prior refer to the Third Amendment Effective Date)substitute space identified in the Relocation Request.
Appears in 1 contract
Extension Option. (a) The Borrower may request that Termination Date of the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Facility shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified extended by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of 364 days if:
(i) the then existing Termination Date Borrowers acting jointly so request by notice received by the Agent not less than 30 (without regard to any renewals by other Lendersnor more than 60) (days before the “Existing Termination Date”) and ; and
(ii) the date Agent notifies the Borrowers that any Lender has agreed to that request.
(b) The Agent shall promptly notify each Lender of such Declining request.
(c) Each Lender is replaced shall notify the Agent of its decision (which shall be in accordance with Section 2.17, and its sole discretion) whether or not to agree to the request not earlier than 30 days but at such time least 20 days before the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender Termination Date or any Lender holding a Commitment with a Non-Extended later date prior to the Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) as agreed by the Borrowers, the Agent and the Assignee respective Lender. In the absence of any express agreement, no Lender shall be deemed to agree to any such extension.
(d) The Agent shall promptly notify the Borrowers and the Lenders which Lenders (if any) have agreed to the request.
(e) If any Lender does not agree to an extension request, then on the date which, but for the exercise of the extension option, would then be the Termination Date:
(i) the Commitment of that Lender shall be reduced to zero (and that Lender shall cease thereafter to be a Lender under this Agreement);
(ii) the Facility shall be reduced accordingly; and
(iii) the Sub-Limit shall be reduced by an amount in euro (calculated at the Agent’s Spot Rate of Exchange on such date) equivalent to 40 per cent. of the Commitment of such Commitment agrees to extend Lender.
(f) After the date of the 3rd Amendment there may be only one extension of the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18Facility.
(g) If the extension is so agreed, then the Termination Date of such assigned Commitment Borrowers shall automatically be extended pay to the latest applicable Termination Date upon Agent (for the account of each Lender which has agreed to that extension) such assignment without fee as the consent Agent (acting on the instructions of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent consenting Lenders) and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur have agreed prior to the Third Amendment Effective relevant Termination Date). Each Borrower shall be responsible for the payment of 50 per cent. of such fee.
Appears in 1 contract
Sources: Revolving Facility Agreement (Alpha Beta Netherlands Holding N.V.)
Extension Option. The At any time after the first anniversary of the Closing Date, the Borrower may request that shall have the Total Commitments be renewed option to extend the Revolving Credit Maturity Date for additional a one (1) year periods period (the “Extension Period”) by providing notice giving Agent written Notice of such request election to extend not more than 45 days prior to the proposed date that such extension is to become effective (such notice, an the “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending LenderEffective Date”), it will notify the Administrative Agent, in writing, which date of its decision to do so no effectiveness shall be not later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borroweroriginal Revolving Credit Maturity Date, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% no Default or Event of Default exists either on the Total Commitments date such notice is extended given or otherwise committed to by Extending Lenders and any new Lenderson the Extension Effective Date, (ii) all each of the representations and warranties made by Borrower or the Borrower other Loan Parties in this Agreement or the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects as of the date they were made, as of the date notice of extension is given and as of the Extension Effective Date (except to the extent of changes resulting from transactions permitted by the Loan Documents Documents, it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects on and only as of such date as if made on and as of such date and specified date), (iii) no Default the Loan Parties execute and deliver such amendments or Event modifications to the Security Deeds as Agent may require in order to evidence such extension and to maintain the effectiveness and priority of Default existsthe Security Deeds, except (A) any representations together with payment of all mortgage, recording, intangible, documentary stamp or other similar taxes and warranties charges which are explicitly stated Agent determines to be payable as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as result of such date extension and the recording of such amendments or modifications, and affidavits or other information which Agent determines to be necessary in connection therewith, and (Biv) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 Borrower shall not be required have paid to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated Agent on the earlier Extension Effective Date, for the account of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced Revolving Lenders in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent their respective percentage of the Administrative Agent or any other Lender. The Borrower will have the right aggregate Revolving Commitments of all Revolving Lenders, an extension fee equal to accept commitments from third party financial institutions subject to the consent twenty-five one hundredths of one percent (0.25%) of the Administrative Agent and the Issuing Lenders (such consent aggregate Revolving Commitments of the Administrative Agent or the Issuing Revolving Lenders not to be unreasonably withheld) in an amount up to the amount as of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Group Inc.)
Extension Option. The Borrower may request shall have the right to extend the Maturity Date to July 15, 2003 (the "Extension Period"), subject to the conditions that:
(a) Borrower shall have notified Agent in writing of its exercise of such extension on or before January 31, 2002;
(b) on the date of such written notice and on the date of commencement of the Extension Period, there shall exist no Event of Default and Borrower shall have submitted to Agent a statement certifying that no event has occurred which with the passage of time or giving of notice, or both, would constitute an Event of Default;
(c) such written notice given pursuant to clause (a) above shall be accompanied by a fee in the amount of $10,000;
(d) at or before the commencement of the Extension Period, Borrower shall deliver to Agent evidence satisfactory to Agent that the Total Commitments be renewed operation of the Project has achieved a Cash Flow Coverage of at least 1.05 to 1.0 for additional one year periods by providing notice the months of October, November and December, 2001; and
(e) upon such extension, Borrower and CSLC shall have executed such documents as Agent deems reasonably appropriate to evidence such extension and shall have delivered to Agent an endorsement to the mortgagee policy of title insurance insuring the lien of the Mortgage, stating that the coverage of such request policy has not been reduced or terminated by virtue of such extension.
(such notice, an “Extension Notice”h) Exhibit E attached to the Administrative Agreement is deleted and Exhibit E attached hereto is substituted in lieu thereof.
5. This Agreement constitutes a Loan Document.
6. A false or misleading representation by Guarantor in the Consent to Guarantor attached hereto shall constitute an immediate Event of Default.
7. Bank One, NA is the sole Lender under the Loan Agreement. Accordingly, the terms Lender and Agent no more frequently than once may be used interchangeably.
8. Borrower hereby represents and warrants that (a) Borrower is duly organized and legally existing under the laws of the State of Texas; (b) the execution and delivery of, and performance under this Agreement are within Borrower's power and authority without the joinder or consent of any other party and have been duly authorized by all requisite corporate action and are not in contravention of law or the powers of Borrower's organizational documents; (c) this Agreement constitutes the legal, valid and binding obligations of Borrower enforceable in accordance with its terms, subject to laws regarding creditor's rights and general principles of equity; and (d) the execution and delivery of this Agreement by Borrower do not contravene, result in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further thatbreach of or constitute a default under any deed of trust, following the 2022 Extensionloan agreement, no additional notice shall be permitted prior indenture or other contract, agreement or undertaking to January 1, 2023. If which Borrower is a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, party or by which Borrower or any of its decision properties may be bound (nor would such execution and delivery constitute such a default with the passage of time or the giving of notice or both) and do not violate or contravene any law, order, decree, rule or regulation to do so no later than which Borrower is subject.
9. Borrower or Lender, upon request from the applicable deadline specified by other party, agrees to execute such other and further documents as may be reasonably necessary or appropriate to consummate the Extension Notice. The Administrative Agent will notify transactions contemplated herein or to perfect the Borrower, in writing, liens and security interests intended to secure the payment of the Lenders’ decisions promptly following such deadlineObligations.
10. The Extending Lenders’ Commitments will be renewed for an additional one year from Except as provided herein, the then existing Termination Date terms and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% provisions of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true remain unchanged and correct shall remain in full force and effect. Any modification herein of the Loan Documents, shall in no way affect the security of the Loan Documents for the payment of the Obligations. The Loan Documents as modified and amended hereby are hereby ratified and confirmed in all material respects on respects. All references to the Loan Agreement in the Loan Documents shall hereafter refer to the Loan Agreement as modified by this Agreement.
11. Borrower hereby acknowledges that the liens, security interests and assignments created and evidenced by the Loan Documents are valid and subsisting and further acknowledges and agrees that there are no offsets, claims or defenses to the Obligations or any Loan Documents.
12. Contemporaneously with the execution and delivery hereof, Borrower shall pay, or cause to be paid, all reasonable costs and expenses incident to the preparation hereof and the consummation of the transactions specified herein, including, without limitation, fees and expenses of legal counsel to Agent and the Lenders.
13. Borrower hereby releases, remises, acquits and forever discharges Lenders and Agent, together with their employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, and in any way directly or indirectly arising out of or in any way connected to this Agreement, the Loan Agreement or any other Loan Document, or any of the transactions associated therewith, including specifically but not limited to claims of usury.
14. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.
15. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such date as if made on covenant, condition, or provision shall not in any way affect any other covenant, condition or provision herein contained.
16. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement.
17. The parties acknowledge and as confirm that each of such date their respective attorneys have participated jointly in the review and (iii) no Default revision of this Agreement and that it has not been written solely by counsel for one party. The parties hereto therefore stipulate and agree that the rule of construction to the effect that any ambiguities are to or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall may be true and correct in all material respects on and as of such date and (B) resolved against the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 drafting party shall not be required employed in the interpretation of this Agreement to favor either party against the other.
18. This Agreement and the rights and duties of the parties hereunder shall be restatedgoverned for all purposes by the law of the State of Texas and the law of the United States applicable to transactions within said State.
19. Any Lender that declines or does not respond The terms and provisions hereof shall be binding upon and inure to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on benefit of the earlier parties hereto, their successors and assigns.
20. Borrower and Agent hereby take notice of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended agree to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lenderfollowing:
A. PURSUANT TO SUBSECTION 26.02(b) OF THE TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED THEREIN EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR BY THAT PARTY'S AUTHORIZED REPRESENTATIVE.
B. PURSUANT TO SUBSECTION 26.02(c) OF THE TEXAS BUSINESS AND COMMERCE CODE, THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM THE LOAN DOCUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS.
C. THE LOAN AGREEMENT, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES THERETO. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Appears in 1 contract
Sources: Modification Agreement (Capital Senior Living Corp)
Extension Option. (a) The Borrower Termination Date may request that be extended on one or more occasions in the Total Commitments be renewed manner set forth in this Section for additional a period of one year periods by providing from the Termination Date then in effect. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice of such request (such notice, an “Extension Notice”) to that effect to the Administrative Agent no not less than 45 days nor more frequently than once 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 20 days of such notice to the Administrative Agent. If any Bank shall not have responded affirmatively within such 20-day period, such Bank shall be deemed to have rejected the Company’s proposal to extend its Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of (i) counterparts of an extension agreement in a calendar yearform reasonably satisfactory to it (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Banks which have responded affirmatively and (ii) a certificate of a duly authorized officer of the Company to the effect that, on and as of the effective date of such extension and after giving effect thereto, the representations and warranties of the Borrowers set forth in this Agreement are true in all material respects and no Default has occurred and is continuing. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Company and Banks having at least 66 2/3% of the aggregate amount of the Commitments.
(b) If any Bank rejects, or is deemed to have rejected, the Company’s request to extend its Commitment, this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, and the Borrowers shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date. On the date of termination of any Bank’s Commitment as contemplated by this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that the notice for Borrowers shall, if and to the 2022 Extension shall extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not count towards terminated, prepay on such date a portion of the foregoing limitation; provided further thatoutstanding Loans, following the 2022 Extension, no additional notice and such redetermination and termination of participations in outstanding Letters of Credit shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment conditioned upon their having done so.
(an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. c) The Administrative Agent will shall promptly notify the Borrower, in writing, Banks of the Lenders’ decisions promptly effectiveness of each extension of the Commitments pursuant to this Section 2.20.
(c) Section 3.02(e) is amended by the addition of the phrase “in all material respects” immediately following such deadline. the word “true.”
(d) Section 4.04 of the Credit Agreement is amended by changing each reference to the date “December 31, 2005” to “December 31, 2006”.
(e) The Extending Lenders’ definition of “Interest Coverage Ratio” and the text of Section 5.09 of the Credit Agreement are deleted.
(f) Section 8.06 of the Credit Agreement is amended by inserting the following new clause (iv) immediately following clause (iii): or (iv) any Bank has rejected, or is deemed to have rejected, the Company’s request to extend the Commitments will be renewed for an additional one year from the then existing Termination Date pursuant to Section 2.20 and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50request has been accepted by Banks having at least 66 2/3 % of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, aggregate amount of the Commitments,
(iig) all representations and warranties made by the Borrower in or pursuant The Pricing Schedule attached to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) Credit Agreement (the “Existing Termination DatePricing Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment (ii) the “New Pricing Schedule”). The New Pricing Schedule shall apply to interest and fees accruing under the Credit Agreement on and after the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lenderhereof. The Borrower will have Existing Pricing Schedule shall continue to apply to interest and fees accruing under the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur Credit Agreement prior to the Third Amendment Effective Date)date hereof.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Extension Option. (a) The Borrower Parent may request that the Total Commitments Facility A Termination Date be renewed for additional one year periods by providing notice extended, on the same terms, to the date falling 364 days from the date of such request the Facility A Revolving Termination Date (such notice, an the “Extension NoticeOption”) ), subject to the Administrative terms of this Clause 6.3, by giving notice to the Agent no not less than 30 Business Days (and not more frequently than once in a calendar year; 60 Business Days) before the Facility A Revolving Termination Date, provided that the Parent has not exercised the Facility A Term Out Option.
(b) A notice for served by the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Parent pursuant to paragraph (a) of this Clause 6.3 above shall be permitted prior irrevocable subject to January 1, 2023. If a paragraph (e) of this Clause 6.3 below.
(c) The Agent shall promptly notify each Lender agrees, in its individual and sole discretion, to extend its Commitment of any such request.
(an “Extending Lender”), it will d) Each Lender shall notify the Administrative Agent, in writing, Agent of its decision (which shall be in its sole discretion) whether or not to do so no agree to the request not later than 10 days before the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Facility A Revolving Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders)and, provided, that (i) more than 50% if any Lender has not notified the Agent of its acceptance of the Total Commitments is extended request on or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of before such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension it shall be deemed to occur prior have refused such request), and the Agent shall promptly notify the Borrower whether or not each Lender has agreed to the Third Amendment Effective request.
(e) Promptly following receipt of notification from the Agent pursuant to paragraph (d) above, the Parent may elect, in its absolute discretion, by notice to the Agent, either:
(i) to accept the extension offered by some or all of the Lenders, in which case the Agent shall promptly notify the relevant Lender(s) of any such acceptance and the Facility A Revolving Termination Date shall be extended in relation to the Facility A Commitments and participations of such Lender(s) as elected on the same terms; or
(ii) if any Lender does not agree to an extension request, not to benefit from the Extension Option, in which case the Facility A Loan shall be repaid on the Facility A Revolving Termination Date together with accrued interest and all other amounts outstanding.
(f) If any Lender does not agree to any extension request, and the Parent has elected to accept the extension offered by some of the Lenders, such Lender’s participation in any outstanding Facility A Loan shall be repaid on the Facility A Revolving Termination Date), together with accrued interest and all other amounts outstanding in relation to such participation, and its Facility A Commitment shall be reduced to zero.
Appears in 1 contract
Sources: Facility Agreement (Gold Fields LTD)
Extension Option. The Borrower may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Total Commitments be renewed for additional one year periods by providing Borrower provides written notice of such request (such notice, an “Extension Notice”) requesting the extension to the Administrative Agent no more frequently not earlier than once in a calendar year; provided that the notice for the 2022 Extension shall 90 days and not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted later than 30 days prior to January 1any anniversary of the Effective Date (an “Anniversary Date”). The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender, 2023. If a Lender agrees, acting in its individual and sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Commitment Maturity Date (an a “Non-Extending Lender”)), it will notify within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, subject to (x) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) satisfaction of each of the conditions set forth in writingclause (c) of this Section 2.17 and (z) if applicable, of its decision to do so no later than the applicable deadline specified receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.17 shall be legally binding on any party hereto unless and until Extension NoticeAgreements are executed and delivered by the Required Lenders. The Borrower may, if it so elects upon 5 Business Days’ notice to the Administrative Agent will notify Agent, replace the BorrowerCommitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, in writing, of the Lenders’ decisions promptly following such deadline. The an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments will and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be renewed in addition to such ▇▇▇▇▇▇’s Commitment hereunder 48 AMERICAS/2023799649.12023799649.6 on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: o the Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to the date of such assumption, as applicable, on, the outstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; o all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; o with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); and o each Assuming Lender shall have delivered to the Borrower and the Administrative Agent an additional one year from Assignment and Assumption as to its assumption of the then existing Termination Date Commitments of Non-Extending Lenders. Upon execution and such extended Termination Date shall become delivery of the Termination Date foregoing Assignment and Assumption, satisfaction of all conditions described in the penultimate sentence of clause (except as otherwise provided in a) of this Section 2.18 as 2.17 and the payment of all amounts referred to Declining Lenders), provided, that in clauses (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and through (iii) no Default or Event above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to the extent of Default exists, except (A) any representations their assumed Commitments and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in Lenders for all material respects on and as purposes of such date and (B) the representations and warranties set forth in Sections 4.2this Agreement, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines without any further acknowledgment by or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 1 contract
Sources: Revolving Credit Agreement (Darden Restaurants Inc)
Extension Option. The Borrower may request that shall have the Total Commitments be renewed for additional one year periods by providing notice of such request option (such notice, an “the “ Extension NoticeOption ”) to extend the Credit Facility by extending the Termination Date for a one-year period from and after the initial Termination Date of August 15, 2005, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of Borrower’s election to exercise the Extension Option at least thirty (30) but no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment ninety (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become 90) days before the Termination Date (except as otherwise provided then in this Section 2.18 as to Declining Lenderseffect), provided, that .
(ib) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents There shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) exist no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) at the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required time Borrower elects to be restated. Any Lender that declines exercise the Extension Option or does not respond to at the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without regard modification, and such other documents as are reasonably requested by Administrative Agent to any renewals by other Lendersproperly document the extension.
(d) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of .25% of the Total Commitment (the “Existing Extension Fee”) in consideration of the commitment of the Lenders to continue to make Advances to Borrower until the new extended Termination Date”) , which Extension Fee shall be due and (ii) payable at the time Borrower delivers its written notice of election to extend pursuant to Section 3.15(a). As of the date such Declining Lender is replaced of Borrower’s delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in accordance with Section 2.17, full and at such time be a bona fide commitment fee intended as reasonable compensation to Lenders for the commitment to make Advances until the extended Termination Date.
(e) Borrower shall repay pay to Administrative Agent all Loansreasonable costs and expenses, participations including reasonable attorneys’ fees, incurred in LC Disbursements connection with such extension and other amounts owing the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Credit Facility shall continue to apply; provided, however, that the term “Termination Date” and all references to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended term in this Agreement and the other Loan Documents shall mean and refer to the extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend which shall be one year from the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to as then in effect. All references in this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent Agreement or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject Loan Document to the consent exercise of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Option shall be deemed to occur prior refer to the Third Amendment Effective Date)satisfaction of all conditions set forth above.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension Tenant shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from extend the term of this ---------------- Lease for one additional period of five (5) years, to begin immediately upon the expiration of the original term of this Lease (the "extended term"). All of the terms, covenants and provisions of this Lease shall apply to such extended term except that the Annual Fixed Rent Rate for such extended term shall be the market rate at time of Tenant's exercise notice hereunder timely given during the months specified below, as designated by Landlord. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice in writing of its intention to do so either during the fifty-first (51st) month or the seventy-fifth (75th) month of the original term of this Lease. If Tenant timely gives such notice, the extension of this Lease shall be automatically affected without the execution of any additional documents. The original term and the extended term are hereinafter collectively called the "term." If the Tenant disagrees with Landlord's designation of the market rate, and the parties cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators who shall be real estate professionals with experience in leasing similar properties, one to be chosen by the Landlord, one to be chosen by ▇▇▇▇▇▇, and a third party financial institutions subject to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the then President of the Boston Bar Association and request him to select an impartial third arbitrator, who shall be a real estate professional with experience in leasing like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall share equally the expense of the third arbitrator (if any). If the dispute between the parties as to a market rate has not been resolved before the commencement of Tenant's obligation to pay Fixed Rent based upon such market rate, then Tenant shall pay Fixed Rent under the Lease based upon the market rate designated in good faith by Landlord until either the agreement of the parties as to the consent market rate, or the decision of the Administrative Agent and arbitrators, as the Issuing Lenders (such consent case may be, at which time Tenant shall pay any underpayment of the Administrative Agent Fixed Rent to Landlord, or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension overpayment shall be deemed to occur prior to credited against the Third Amendment Effective Date)Fixed Rent next payable by Tenant hereunder. In no event, however, shall the Annual Fixed Rent Rate for the Extended Term be less than $400,000.
Appears in 1 contract
Sources: Lease (Averstar Inc)
Extension Option. The Borrower may request that Borrowers shall have the Total Commitments be renewed for additional one year periods right, at their option, to extend the Term until December 9, 2021 (the "Extended Maturity Date"; and the period of time during such extension period being referred to herein as the "Extension Period"), by providing giving notice of such request extension to Lender at least fifteen (such notice, an “Extension Notice”15) days prior and not more than sixty (60) days prior to the Administrative Agent no more frequently than once in a calendar year; provided that commencement of the notice for the 2022 requested Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Period. If a Lender agrees, in its individual and sole discretion, Upon receipt of such request to extend its Commitment (an “Extending Lender”)the Term, it Lender will notify confirm to Borrowers in writing whether or not the Administrative AgentStated Maturity Date will be so extended, in writing, of its decision to do so no later than which extension will be granted upon the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, satisfaction of the Lenders’ decisions promptly following conditions:
(a) no Event of Default exists at the time such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from request is made and on the then existing Termination Date and such extended Termination Date shall become scheduled Stated Maturity Date;
(b) Borrowers deliver to Lender an Officer's Certificate confirming the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% accuracy of the Total Commitments is extended or otherwise committed to by Extending Lenders information contained in clause (a) above and any new Lenders, (ii) all certifying that each of the representations and warranties made by the of Borrower contained in or pursuant to the Loan Documents shall be true is true, complete and correct in all material respects on and as of such the date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any Officer's Certificate to the extent such representations and warranties are not matters which are explicitly stated as having been made as of a specific date, which representations and warranties shall by their nature can no longer be true and correct as a result of the passage of time;
(c) on or prior to the commencement of the Extension Period, Borrowers either (i) extend the term of the Interest Rate Protection Agreement to a date not earlier than the Extended Maturity Date or (ii) enter into a new interest rate protection agreement which expires no earlier than the Extended Maturity Date, and which extension or new agreement is in all material respects respect of a notional amount of the then outstanding Principal and is otherwise on and as of such date and (B) the representations and warranties same terms set forth in Sections 4.2, 4.7 Section 2.6.1 hereof (including the delivery of such documents as set forth therein) and 4.11 shall not be required to be restated. Any Lender that declines has the effect of capping LIBOR at no more than three and one-half percent (3.50%) per annum;
(d) on or does not respond prior to the Borrower’s request for commitment renewal commencement of the Extension Period, the Debt Yield is at least nine percent (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender9.0%)%; provided that if any Declining Lender or any Lender holding the Debt Yield is less than such percentage Borrowers may prepay a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior the unpaid Principal to its termination pursuant Section 9.6(ca level such that the Debt Yield is equal to or greater than such percentage, and any such prepayment shall be subject to the payment of the Exit Fee;
(e) as of the commencement of the Extension Period, the LTV Percentage is no greater than sixty‑five percent (65.0%); provided that if the LTV Percentage is greater than such percentage, Borrowers may prepay a portion of the unpaid Principal to a level such that the LTV Percentage is no greater than such percentage, and any such prepayment shall be subject to the Assignee payment of such Commitment agrees the Exit Fee; and
(f) Borrowers pay to Lender no later than the commencement of the Extension Period, an extension fee in an amount equal to one-fourth of one percent (0.25%) of the then‑outstanding Principal. If Borrowers are unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Termination Stated Maturity Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)hereunder.
Appears in 1 contract
Sources: Loan Agreement (Parking REIT, Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, 45 days but no additional notice shall be permitted later than 30 days prior to January 1November 6, 20232006 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend renew its Commitment (an “"Extending Lender”"), it will ▇▇▇▇ notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than the applicable deadline specified by the Extension Notice20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ ' decisions promptly following no later than 15 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ ' Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise Date, provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsdate, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s 's request for commitment renewal (a “"Declining Lender”") will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “"Existing Termination Date”") and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject acceptable to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 1 contract
Extension Option. The Borrower may request that shall have the Total Commitments be renewed for additional one year periods by providing notice of such request option (such notice, an “Extension Notice”the "EXTENSION OPTION") to extend the Administrative Agent no more frequently than once in a calendar year; provided that Credit Facility by extending the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date for a one-year period from and such after the initial Termination Date of August 18, 2001, or any previously extended Termination Date pursuant to SECTION 3.16, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall become have received written notice of the Borrower's election to exercise the Extension Option at least thirty (30) but no more than ninety (90) days before the Termination Date (except as otherwise provided then in this Section 2.18 as to Declining Lenderseffect), provided, that .
(ib) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents There shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) exist no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) at the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required time Borrower elects to be restated. Any Lender that declines exercise the Extension Option or does not respond to at the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without regard modification, and such other documents as are reasonably requested by Administrative Agent to any renewals by other Lendersproperly document the extension.
(d) (Borrower shall pay to Administrative Agent, for the “Existing Termination Date”) and (ii) benefit of the date such Declining Lender is replaced Lenders in accordance with Section 2.17the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of .15% of the Total Commitment (the "EXTENSION FEE") in consideration of the commitment of the Lenders to continue to make Advances to Borrower until the new extended Termination Date, which Extension Fee shall be due and payable at such the time Borrower delivers its written notice of election to extend pursuant to SECTION 3.15(A). As of the date of Borrower's delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for the commitment to make Advances until the extended Termination Date.
(e) Borrower shall repay pay to Administrative Agent all Loansreasonable costs and expenses, participations including reasonable attorneys= fees, incurred in LC Disbursements connection with such extension and other amounts owing the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Credit Facility shall continue to apply; PROVIDED, HOWEVER, that the term "Termination Date" and all references to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended term in this Agreement and the other Loan Documents shall mean and refer to the extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend which shall be one year from the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to as then in effect. All references in this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent Agreement or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject Loan Document to the consent exercise of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Option shall be deemed to occur prior refer to the Third Amendment Effective Date)satisfaction of all conditions set forth above.
Appears in 1 contract
Extension Option. The Borrower may request In the event that Landlord determines in its sole discretion that Landlord does not intend to redevelop the Total Commitments Premises or to use it for Landlord’s own purposes after the Termination Date, and that therefore the Premises will be renewed available for additional one year periods by providing lease, ▇. ▇. ▇▇▇▇▇ 4/22/14 8:57 AM Comment [22]: QUESTION: What if Landlord just forgets about the property and doesn’t provide Tenant with the notice? What effect does that have on the Extension Option? QUESTION: As a practical matter, what could Tenant do if it wanted to extend the lease term? COMMENT: This sentence would have been clearer if the drafter had included “then” before “Landlord shall provide Tenant ….” [then] Landlord shall provide Tenant with written notice of such request determination, setting forth the period of time that Landlord has determined the Premises will remain availa- ble for lease by Tenant (such notice, an the “Extension NoticePeriod”). Tenant shall have the option (the “Extension Op- tion”) to extend the Administrative Agent no more frequently than once in a calendar year; provided that the notice Term for the 2022 Extension shall not count towards Period by deliver- ing written notice to Landlord within thirty (30) days after re- ceipt of Landlord’s notice. Comment [19]: QUESTION: How would you summarize the foregoing limitation; provided further that, following basic busi-‐ ness concept of this section 4.2? (Be sure to read the 2022 Extension, no additional notice rest of this section.) 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 The Extension Option shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (void if an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default by Tenant exists, either at the time of exercise of the Extension Option or the time of commencement of the Exten- sion Term. ▇. ▇. ▇▇▇▇▇ 4/22/14 6:59 AM The terms of this Lease during the Extension Pe- riod shall be the same terms and conditions as during the orig- inal Term, except (A) any representations and warranties which are explicitly stated as having been made that the Base Rent applicable to the Exten- sion Period shall be equal to the Prevailing Market Rent as of a specific datethe commencement of the Extension Period, which representations as determined pursuant to Exhibit D. The Extension Option is personal to Tenant and warranties shall be true inapplicable and correct in all material respects on null and void if Tenant assigns its in- terest under this Lease, or if either party exercises its termination right under Section 4.4. ▇. ▇. ▇▇▇▇▇ 4/22/14 8:58 AM The Extension Option (if not previously exer- cised) shall expire as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Somewhat Barebones Contract Example
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an 41 509265-1292-16352-Active.25729829.7 additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed pursuant to occur prior to the Third Amendment Effective Date)this Section 2.18.
Appears in 1 contract
Extension Option. (a) The Borrower Termination Date may request that be extended in the Total Commitments be renewed manner set forth in this Section for additional a period of one year periods by providing notice of such request (such notice, an “Extension Notice”) to from the Administrative Agent no more frequently than once Termination Date then in a calendar yeareffect; provided that the Termination Date may only be extended for two additional one year periods. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice for to that effect to the 2022 Extension Agent not less than 45 days nor more than 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Agent. If any Bank shall not count towards the foregoing limitation; provided further thathave responded affirmatively within such 30-day period, following the 2022 Extension, no additional notice such Bank shall be permitted prior deemed to January 1, 2023. If a Lender agrees, in its individual and sole discretion, have rejected the Company’s proposal to extend its Commitment (an “Extending Lender”)and only the Commitments of those Banks which have responded affirmatively shall be extended, it will notify the Administrative Agent, in writing, of its decision subject to do so no later than the applicable deadline specified receipt by the Agent of counterparts of an Extension Notice. The Administrative Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Company, the Agent will notify the Borrower, in writing, and all of the Lenders’ decisions promptly following Banks which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the then existing Termination Date and such extended Termination Date aggregate amount of the Commitments.
(b) If any Bank rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (A) this Agreement shall become terminate on the Termination Date (except as otherwise provided then in this Section 2.18 as effect with respect to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenderssuch Bank, (iiB) all representations the Company shall pay to such Bank on such Termination Date any amounts due and warranties made by the Borrower in or pursuant payable to the Loan Documents shall be true and correct in all material respects such Bank on and as of such date as if made on and as of such date and (iiiC) no Default the Company may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Agent to become a Bank, or Event agree with an existing Bank that such Bank’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of Default existsthe Commitments. Upon execution and delivery by the Company and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to the Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), except (A) any representations such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and warranties which are explicitly stated as having been made as all the rights and obligations of a specific dateBank with such a Commitment hereunder. On the date of termination of any Bank’s Commitment as contemplated by this subsection (b), which representations and warranties the respective participations of the other Banks in all outstanding Letters of Credit shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated redetermined on the earlier basis of (i) the then existing Termination Date (without regard their respective Commitments after giving effect to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17termination, and at such time the Borrower participation therein of the Bank whose Commitment is terminated shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lenderterminate; provided that the Company shall, if any Declining Lender or any Lender holding and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a Commitment with a Non-Extended Termination Date assigns all or any portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its Commitment prior to its termination pursuant Section 9.6(chaving done so.
(c) and The Agent shall promptly notify the Assignee Banks of such Commitment agrees to extend the Termination Date effectiveness of such assigned Commitment until each extension of the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Section 2.19.
Appears in 1 contract
Extension Option. The Borrower may request that Lender extend (the Total Commitments be renewed for additional one year periods by providing notice “Extension Option”) the Stated Maturity Date to August 2, 2023 (the “Extended Stated Maturity Date”). Upon receipt of any such request to so extend the Stated Maturity Date, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date will be so extended upon the satisfaction each of the following conditions, with no extension fee or other fee payable to Lender.
(a) Borrower will give Lender its written notice requesting such notice, extension (an “Extension Notice”) not less than 60 days prior to original or then-current Stated Maturity Date, as applicable (i.e., the then-current Maturity Date without giving effect to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lendersrequested extension) (the “Existing Termination Current Maturity Date”);
(b) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (ii) i.e., the date such Declining Lender is replaced in accordance with Section 2.17then-current Stated Maturity Date without giving effect to the requested extension), and no more than two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at such the time that the request is made);
(c) Borrower shall repay all Loans, participations delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in LC Disbursements and other amounts owing clause (b) above; With respect to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees request by Borrower to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Stated Maturity Date pursuant to this Section 2.18 2.6, if Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each such condition, Lender will have no more than twice following obligation to extend the SecondThird Amendment Effective Stated Maturity Date (provided that one of such extensions hereunder. As this Extension Option results in Lender receiving additional interest, and Borrower having additional time to repay the principal and paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)Option.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments Maturity Date be renewed extended for one additional one year periods 364-day period by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Agent. If a Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Commitment Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Commitments Loans will be renewed extended for an additional one year 364-day period from the then existing Termination Maturity Date (the “Existing Maturity Date”) and such extended Termination Maturity Date shall become the Termination Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) Extenders represent more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lendersoutstanding principal amount of the Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restatedrestated and (iv) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.05% of the principal amount of the Loans for which the Maturity Date is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal extension (a “Declining Lender”) will have its Commitment terminated Loan mature on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Maturity Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns pursuant to Section 9.6(c) all or any portion of its Commitment Loan prior to its termination pursuant Section 9.6(c) the replacement of such Lender and the Assignee of such Commitment Loan (an “Extending Assignee”) agrees to extend the Termination Maturity Date of such assigned Commitment Loan until the latest applicable Termination Maturity Date of other then-then existing Commitments Loans that have been extended pursuant to this Section 2.18, then the Termination Maturity Date of such assigned Commitment Loan shall automatically be extended to the latest applicable Termination Maturity Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments to purchase Loans held by any Declining Lenders from third party financial institutions (“Extending New Lenders”) subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the aggregate outstanding principal amount of such Loans held by one or more Declining Lenders. An Extending New Lender or a Lender may replace a Declining Lender in whole or in part pursuant to Section 2.17; provided, in the event of a partial replacement, the aggregate outstanding principal amount of the Commitments of any Loans held by such Declining LendersLender after effectuating such partial replacement shall equal at least $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). The Borrower may extend the Termination Maturity Date no more than once following the Closing Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.18.
Appears in 1 contract
Sources: Term Loan Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)
Extension Option. The Borrower A. Tenant shall have the option (the “Extension Option”) to extend the Term of this Lease for one additional period of five (5) years, to begin immediately upon the expiration of the Original Term of this Lease (the “Extended Term”), provided that each of the following conditions has been satisfied:
(i) As of the date of the Extension Notice (defined below) and as of the commencement of the Extended Term, Tenant shall not be in default and shall not have previously been in default of its obligations under this Lease beyond any applicable grace period;
(ii) Tenant shall have had net income for the 12-month period immediately preceding the date of the Extension Notice and for the 12-month period immediately preceding the commencement of the Extended Term; and
(iii) Simultaneously with the delivery of the Extension Notice and also at the commencement of the Extended Term, Tenant shall have delivered to Landlord an audited statement, prepared by Tenant’s accountant using generally accepted accounting principles, evidencing such net income during the fiscal year(s) of Tenant ending closest to the date of the Extension Notice and closest to the commencement of the Extended Term, as appropriate (provided in each case neither fiscal year has ended earlier than four (4) months prior to the date of the Extension Notice/commencement of the Extended Term, as applicable), together with financial statements (which may request be unaudited, but which shall be certified by Tenant’s Chief Financial Officer) demonstrating that Tenant has continued to have a net income for any periods from the date of such audited statements until the date of the Extension Notice/commencement of the Extended Term, as applicable.
B. All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Total Commitments Annual Fixed Rent Rate for such extension period shall be renewed for additional one year periods the market rate at the commencement of the Extended Term (“Market Rate”), as designated by providing Landlord. If Tenant shall elect to exercise this Extension Option, it shall do so by giving Landlord written notice of such request (such notice, an the “Extension Notice”) of its intention to do so not later than one (1) year prior to the Administrative Agent no more frequently expiration of the Original Term of this Lease, time being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”.
C. Not later than once thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below.
D. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a calendar year; provided that sealed envelope its good faith estimate of the notice for Market Rate. If the 2022 Extension shall higher of such estimates is not count towards more than one hundred five percent (105%) of the foregoing limitation; provided further thatother estimate, following then the 2022 Extension, no additional notice Market Rate shall be permitted prior to January 1, 2023the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below.
E. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a Lender agreesmutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington, in its individual and sole discretionMassachusetts area, to extend its Commitment having no less than ten (10) years’ experience (an “Extending LenderApproved Arbitrator”). If the parties cannot agree on such person, it will notify then within a second period of seven (7) days, each shall select one Approved Arbitrator and the Administrative Agenttwo appointed Arbitrators shall, in writingwithin five (5) days, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents select a third Approved Arbitrator who shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) final decision-maker (the “Existing Termination DateFinal Arbitrator”) and (ii) the date ). If one party shall fail to timely make such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18appointment, then the Termination Date person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of such assigned Commitment shall automatically be extended Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the latest applicable Termination Date actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Extended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon such assignment without them and shall be the consent Annual Fixed Rent Rate for the Extended Term. The costs of the Administrative Agent or any other Lender. The Borrower Final Arbitrator will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).equally divided between Landlord and
Appears in 1 contract
Extension Option. The Borrower may request that On the Total Commitments be renewed for additional one year periods by providing notice of such request (such noticeOption Date, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, with the prior written consent of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending SuperMajority Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and so long as of such date as if made on and as of such date and (iii) there exists no Default or Event of Default existsDefault, except (A) any representations may elect to extend the maturity of the Working Line Loan for an additional 364 day period until the Extension Final Maturity. Such election must be made no sooner than 60 days prior to the Option Date and warranties which are explicitly stated as having been made as no later than 3 days prior to the Option Date by written notice in accordance with the terms of a specific dateSection 11.02 hereof to each Lender of its request to extend the final maturity of the Working Line Loan. Each Lender shall, which representations no later than 10 Business Days after receipt of such notice, give written notice to the Borrower and warranties the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be true deemed to have approved such extension; but, upon the Option Date, its Working Line Specified Percentage shall be zero and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 Lender shall not be required to be restatedparticipating in the Working Line Loan thereafter. Any Lender that declines or does not respond Notwithstanding anything herein to the Borrower’s request for commitment renewal (a “Declining Lender”) will contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Lenders having Working Line Specified Percentages totaling 100%, then, if SuperMajority Lenders have its Commitment terminated on the earlier of consented to such extension (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and only those consenting Lenders will have Working Line Specified Percentages in excess of zero, (ii) subject to the date terms of Section 2.18 hereof, the Working Line Commitment shall be reduced by a dollar amount equal to the product of the non-consenting Lenders' Working Line Specified Percentages times the Working Line Commitment in effect on the day before the Option Date, (iii) subject to the terms of Section 2.18 hereof, the Administrative Agent will notify each Lender of its reallocated Working Line Specified Percentage, the new Working Line Commitment and the reallocated Total Specified Percentage, (iv) the Borrower will pay all Consequential Costs incurred as a result of any such Declining Lender is replaced in accordance with reallocation of Working Line Specified Percentages, (v) subject to the terms of Section 2.172.18 hereof, and at such time the Borrower shall repay in full all Loans, participations in LC Disbursements and other amounts owing portions of the Obligations representing such non-consenting Lenders' Working Line Specified Percentages of all outstanding Working Line Advances to such Declining Lender; provided that if any Declining non- consenting Lenders, (vi) the Borrower shall execute and deliver new promissory notes to each extending Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and in the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of form required by the Administrative Agent and (vii) subject to satisfaction of each of the Issuing Lenders (such foregoing requirements, the Working Line Loan final maturity shall be automatically extended on the Option Date to the Extension Final Maturity. If the Borrower receives the consent of Lenders having Working Line Specified Percentages totaling 100%, then the Administrative Agent or Working Line Loan final maturity shall be automatically extended on the Issuing Lenders not to be unreasonably withheld) in an amount up Option Date to the amount of Extension Final Maturity, and each Lender will retain its Working Line Specified Percentage and the Commitments of any Declining Lenders. The Borrower may extend Working Line Commitment shall remain the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)same.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Extension Option. The Borrower may request Provided that MediaPlex has not assigned this Lease or sublet any or all of the Total Commitments Premises (it being intended that all rights pursuant to this provision are and shall be renewed personal to the original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee), and provided Tenant is not in default under this Lease at the time of exercise or at any time thereafter until the beginning of any such extension of the Term, Tenant shall have the option (the "Extension Option") to extend the Term for one (1) additional one year periods consecutive period of five (5) years ("Extension Period"), by providing giving written notice to Landlord of the exercise of such request Extension Option at least nine (such notice9) months, an “Extension Notice”but not more than twelve (12) months, prior to the Administrative Agent no more frequently than once in a calendar yearexpiration of the initial Term. The exercise of the Extension Option by Tenant shall be irrevocable and shall cover the entire Premises leased by Tenant pursuant to this Lease. Upon such exercise, the term of the Lease shall automatically be extended for the Extension Period without the execution of any further instrument by the parties; provided that Landlord and Tenant shall, if requested by either party, execute and acknowledge an instrument confirming the notice for exercise of the 2022 Extension Option. The Extension Option shall terminate if not count towards exercised precisely in the foregoing limitation; manner provided further that, following herein. Any extension of the 2022 Extension, no additional notice Term shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual upon all the terms and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided conditions set forth in this Section 2.18 as to Declining Lenders)Lease and all Exhibits thereto, provided, that except that: (i) more than 50% Tenant shall have no further option to extend the Term of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Lease; (ii) all representations and warranties made by Landlord shall not be obligated to contribute funds toward the Borrower cost of any remodeling, renovation, alteration or improvement work in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date Premises; and (iii) no Default or Event of Default exists, except Base Rent for any such Extension Period shall be the then Fair Market Base Rental (Aas defined below) any representations for the Premises for the space and warranties which are explicitly stated as having been made as of a specific dateterm involved, which representations and warranties shall be true and correct in all material respects on and determined as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)below.
Appears in 1 contract
Sources: Lease Agreement (Mediaplex Inc)
Extension Option. The Borrower may request that the Total Commitments be renewed extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such request (such notice, an a “Extension NoticeNotice Date”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023any anniversary of the Closing Date. If a Lender Bank agrees, in its individual and sole discretion, to extend its Commitment (such Bank, an “Extending LenderBank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days after the applicable deadline specified by the Extension NoticeNotice Date. The Administrative Agent will notify the Borrower, in writing, of the LendersBanks’ decisions promptly following no later than 25 days after such deadlineNotice Date. The Extending LendersBanks’ Commitments will be renewed extended for an additional one year from the then existing Termination current Maturity Date and such extended Termination Date shall become the Termination Date (except so long as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders then in effect, and any new Lenders, (ii) all representations and warranties made on the date of any request by the Borrower in or pursuant to extend the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsCommitments, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties applicable conditions set forth in Sections 4.2, 4.7 and 4.11 Section 6.3 shall not be satisfied. No Bank shall be required to consent to any such extension request or be restated. Any Lender required to increase its Commitment and any Bank that declines or does not respond to the Borrower’s request for commitment renewal an extension of the Commitments (a “Declining LenderBank”) will have its Commitment terminated on the earlier of (i) the then existing Termination Maturity Date (without regard to any renewals by other Lenders) (extension of the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date Commitments of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other LenderBanks). The Borrower will have the right to accept commitments Commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders any Eligible Assignee that is not to be unreasonably withheld) a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining LendersBanks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Termination Maturity Date twice during the term of this Agreement pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.7.
Appears in 1 contract
Sources: Credit Agreement (Centerpoint Energy Resources Corp)
Extension Option. (a) The Borrower may request that an extension of the Total Commitments be renewed Maturity Date for additional one year periods by providing notice of such request (such noticeeach, an “Extension NoticeExtended Maturity Date”) to the Administrative Agent no more frequently than once in a calendar year); provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Borrower (A) provides written notice requesting the extension to the Facility Agent not less than 25 days nor more than 50% 60 days prior to the first anniversary or second anniversary of the Total Commitments is extended or otherwise committed Effective Date of the Facility, as applicable and (B) delivers to the Facility Agent a certificate signed by Extending Lenders and any new Lendersa duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties no more than two extension requests shall be true made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Facility Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as of applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (Biii) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required if it so elects, designate a Person to be restated. Any become a Lender after consultation with the Facility Agent, or agree with an existing Lender that declines or does not respond to the Borrowersuch Lender’s request for commitment renewal Commitment shall be increased (a each, an “Declining Assuming Lender”) will have its Commitment terminated on ), in each case to assume, effective as of the earlier Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date obligations of such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing Non-Extending Lenders under this Agreement thereafter arising relating to such Declining LenderCommitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that if any Declining Lender such designation or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and agreement may not increase the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the aggregate amount of the Commitments of any Declining Lendersunder this Facility. The Borrower may extend the Termination Date pursuant to assumptions provided for in this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension 2.24(b) shall be deemed to occur prior subject to the Third Amendment Effective Date).conditions that:
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. (a) The Borrower may request an extension of the Maturity Date for an additional 364-day period (the “Extended Maturity Date”); provided that (i) the Total Commitments be renewed for additional one year periods by providing Borrower (A) provides written notice of such request (such notice, an “Extension Notice”) requesting the extension to the Administrative Agent no not less than 25 days nor more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted 60 days prior to January 1, 2023. If a Lender agrees, in its individual the Maturity Date and sole discretion, (B) delivers to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, Agent a certificate signed by a duly authorized officer certifying a copy of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify resolutions of the Borrower, in writing, ’s Board of Directors approving the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new LendersExtended Maturity Date, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties the Borrower has not exercised the Term-Out Option. The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to the Administrative Agent. The Commitments of those Lenders which are explicitly stated as having been made as of a specific date, which representations and warranties have responded affirmatively shall be true extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Administrative Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.11, 2.14 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date as of to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date any amounts due and payable hereunder to such Lender on such date and (Biii) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required if it so elects, designate a Person to be restated. Any become a Lender after consultation with the Administrative Agent, or agree with an existing Lender that declines such Lender’s Commitment shall be increased, (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or does warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not respond increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.19(b) shall be subject to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of conditions that:
(i) the then existing Termination Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to but excluding the Maturity Date on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(without regard ii) all additional cost, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any renewals such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or such other Lendersagreement acceptable to the Borrower and the Administrative Agent and (B) any existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (the “Existing Termination Date”A) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(cB) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended Extension Agreement pursuant to this Section 2.182.19(a), then the Termination Date payment of such assigned Commitment shall automatically be extended all amounts referred to in clauses (i) through (iii) above, and subject to the latest requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable Termination Date upon such assignment laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and 42 509265-1292-1635217123-Active.25783117.740387902.9 the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed pursuant to occur prior to the Third Amendment Effective Date)this Section 2.18.
Appears in 1 contract
Extension Option. (a) The Borrower shall have two options (each, an “Extension Option”) to extend the maturity of the Revolving Credit Commitments for a period of six (6) months per extension (each such period, an “Extension Period”). Subject to the conditions set forth in clause (b) below, Borrower may request that the Total Commitments be renewed for additional one year periods exercise each Extension Option by providing delivering written notice of such request (such notice, an “Extension Notice”) ), together with the payment of the first installment of the Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the Administrative Agent no on or before the date that is at least 30 days, but not more frequently than once in 180 days, prior to the then applicable Revolving Credit Termination Date, stating that Borrower will extend the Revolving Credit Termination Date for six (6) months (or if such date that is six (6) months after the Revolving Credit Termination Date is not a calendar year; provided that Business Day, the notice for the 2022 next succeeding Business Day). Borrower’s delivery of an Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Notice shall be permitted prior to January 1irrevocable. In no event shall the Revolving Credit Termination Date occur later than June 30, 2023. If a Lender agrees, in its individual .
(b) The Borrower’s right to exercise each Extension Option shall be subject to the following terms and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions: (i) more than 50% no Potential Event of Default or Event of Default shall have occurred and be continuing either on the Total Commitments is extended date Borrower delivers the applicable Extension Notice to the Administrative Agent or on the date that this Agreement would otherwise committed to by Extending Lenders and any new Lendershave terminated, (ii) all of the representations and warranties made by of the Borrower contained in or pursuant to the Section 7.1 and in any other Loan Documents Document (other than representations and warranties which expressly speak as of a different date, in which case, such representations and warranties shall have been true and correct as of such date) shall be true and correct in all material respects on and (or in the case of any representation or warranty that is qualified as of such date as if made on and as of such date and (iii) no Default to “materiality”, “Material Adverse Effect” or Event of Default existssimilar language, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and after giving effect to such qualification) as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time Borrower delivers the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing applicable Extension Notice to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and on the Issuing Lenders date that this Agreement would otherwise have terminated and (such consent iii) the Borrower shall have paid the first installment of the Extension Fee to the Administrative Agent or for the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount account of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date Lenders (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Datebased on their respective Pro Rata Shares).
(c) If the Borrower exercises any Extension Option, the Borrower shall pay the first installment of the Extension Fee on the date of the Extension Notice and shall pay the second installment of the Extension Fee on the first day of the fourth month of the applicable Extension Period.
Appears in 1 contract
Extension Option. (a) The Borrower may request that an extension of the Total Commitments be renewed Maturity Date for additional one year periods by providing notice of such request (such noticeeach, an “Extension NoticeExtended Maturity Date”) to the Administrative Agent no more frequently than once in a calendar year); provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Borrower (A) provides written notice requesting the extension to the Facility Agent not less than 25 days nor more than 50% 60 days prior to the first anniversary or second anniversary of the Total Commitments is extended or otherwise committed Effective Date of the Facility, as applicable and (B) delivers to the Facility Agent a certificate signed by Extending Lenders and any new Lendersa duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties no more than two extension requests shall be true made. The Facility Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Facility Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Facility Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Facility Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.24(a) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as of applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.16, 2.19 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (Biii) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required if it so elects, designate a Person to be restated. Any become a Lender after consultation with the Facility Agent, or agree with an existing Lender that declines such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date or does the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not respond increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.24(b) shall be subject to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of conditions that:
(i) the then existing Termination Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(without regard ii) all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any renewals such Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); On or prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Facility Agent an Assignment and Acceptance or such other Lendersagreement acceptable to the Borrower and the Facility Agent and (B) any existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Facility Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (the “Existing Termination Date”A) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(cB) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended Extension Agreement pursuant to this Section 2.182.24(a), then the Termination Date payment of such assigned Commitment shall automatically be extended all amounts referred to in clauses (i) through (iii) above, and subject to the latest requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable Termination laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date upon such assignment or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 1 contract
Sources: Credit Agreement (Philip Morris International Inc.)
Extension Option. The Upon satisfaction of all of the terms and conditions set forth in this Subsection 2.4(b), Borrower may request that shall have one (1) option (an “Extension Option”) to extend the Total Commitments be renewed Loan Term for an additional one (1) year periods by providing beyond the Initial Maturity Date (the “Extended Term”). During the Extended Term and except for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension Option, Borrower must provide Lender with written notice of such request (such notice, an the “Extension Notice”) of Borrower’s intent to exercise the Extension Option not less than thirty (30) days prior to the Administrative Agent Initial Maturity Date but no more frequently than once ninety (90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE. In consideration thereof, Borrower shall pay Lender the Extension Fee on or prior to the first day of the Extended Term, which Extension Fee shall be earned by Lender as of the date of the Extension Notice; provided, however, if Borrower does not satisfy the Extension Conditions below, no Extension Fee shall be payable, although Borrower shall remain liable for the payment of the costs set forth in a calendar yearSection 2.4(b)(x). In connection with the exercise by Borrower of the Extension Option, Borrower must satisfy each of the following conditions (the “Extension Conditions”):
(i) No Event of Default shall exist as of the date of the Extension Notice and on the first day of the Extended Term;
(ii) The Loan is not Out of Balance;
(iii) [intentionally omitted];
(iv) [intentionally omitted];
(v) The outstanding principal balance of the Loan, together with any accrued and unpaid PIK Interest [***], shall not exceed Seventy Million and No/100 Dollars ($70,000,000.00); provided that Borrower shall have the notice for right to prepay the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, outstanding principal balance of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date Loan and/or pay accrued and such extended Termination Date shall become the Termination Date unpaid PIK Interest [***] (except as otherwise provided in this Section 2.18 as subject to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.172.5 below (other than the requirement that Borrower provide at least 30 days’ prior notice)) in order to satisfy the requirement set forth in this clause (v);
(vi) [intentionally omitted];
(vii) [intentionally omitted];
(viii) Borrower has entered into an Interest Rate Cap Agreement satisfying the terms of Section 8.17 (or extended the term of the Interest Rate Cap Agreement in place so that it is coterminous with the remaining Loan Term), which Interest Rate Cap Agreement shall be issued by an Issuer satisfying the Rate Cap Rating Criteria and at such time otherwise reasonably satisfactory to Lender;
(ix) Borrower has deposited into the Carry Cost Reserve Account the amount estimated by Lender in its commercially reasonable discretion to be required to pay Carry Costs during the Extended Term (taking into account any amounts then on deposit in the Carry Cost Reserve Account and any unfunded Loan Advances allocated to pay Carry Costs); and
(x) Borrower shall repay pay all Loans, participations reasonable out-of-pocket costs and expenses incurred by ▇▇▇▇▇▇ in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment connection with a Non-Extended Termination Date assigns all or any portion of Borrower exercising its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to rights under this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date2.4(b).
Appears in 1 contract
Sources: Master Loan Agreement
Extension Option. The Subject to the provisions of this Section 2.5(b), Borrower may request that and Subsidiary Guarantor shall have the Total Commitments be renewed for additional one year periods option (the “Extension Option”), by providing irrevocable written notice of such request (such notice, an the “Extension Notice”) delivered to the Administrative Agent no later than sixty (60) days prior to, but not more frequently than once in a calendar year; provided that ninety (90) days prior to, the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretionInitial Maturity Date, to extend its Commitment the Initial Maturity Date for a period of twelve (12) months (the “Extension Term”) to July 9, 2028 (the “Extended Maturity Date”). Borrower’s and Subsidiary Guarantor’s right to so extend the Initial Maturity Date shall be subject to the satisfaction (or waiver in Administrative Agent’s sole discretion) of the following conditions precedent prior to the commencement of the Extension Term:
(i) no Event of Default shall have occurred and be continuing on the date Borrower and Subsidiary Guarantor deliver the Extension Notice, and no Event of Default shall have occurred and be continuing on the Initial Maturity Date;
(ii) reserved;
(iii) (x) with respect to the Properties added to the Loan on or prior to December 25, 2026, the Underwritten Debt Service Coverage Ratio for such Properties shall be at least 1.25:1.00 and (y) with respect to the Properties acquired after December 25, 2026, the As- Stabilized Debt Service Coverage Ratio for such Properties shall be at least 1.25:1.00; provided, that Borrower shall have the right to prepay a portion of the Loan in an amount necessary to satisfy the foregoing Underwritten Debt Service Coverage Ratio and As-Stabilized Debt Service Coverage Ratio requirements (any such prepayment, an “Extending LenderExtension Prepayment”), it will notify the Administrative Agentand, in writingconnection with such Extension Prepayment, Borrower shall pay to Administrative Agent all accrued and unpaid interest at the Applicable Rate on the Principal Amount being prepaid in connection such Extension Prepayment through the last day of its decision to do so the applicable Interest Period. For purposes of this clause (iii), Administrative Agent shall provide Borrower with the estimated agency refinance coupon for the calculation of the Underwritten Debt Service Coverage Ratio within five (5) Business Days of receiving the Extension Notice and Administrative Agent shall provide Borrower with the final agency refinance coupon for the calculation of the Underwritten Debt Service Coverage Ratio no later than five (5) Business Days prior to the applicable deadline specified by Initial Maturity Date;
(iv) (x) with respect to the Extension Notice. The Administrative Agent will notify Properties added to the BorrowerLoan on or prior to December 25, in writing2026, of the Lenders’ decisions promptly following Debt Yield for such deadline. The Extending Lenders’ Commitments will Properties shall be renewed at least 7.50% and (y) with respect to the Properties acquired after December 25, 2026, the As-Stabilized Debt Yield for an additional one year from the then existing Termination Date and such extended Termination Date Properties shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders)be at least 7.50%, provided, that (i) more than 50% Borrower shall have the right to make an Extension Prepayment, and, in connection with such Extension Prepayment, Borrower shall pay to Administrative Agent all accrued and unpaid interest at the Applicable Rate on the Principal Amount being prepaid in connection such Extension Prepayment through the last day of the Total Commitments applicable Interest Period;
(v) Reserved;
(vi) Reserved;
(vii) Reserved;
(viii) on or prior to the Initial Maturity Date, Borrower and Subsidiary Guarantor shall have paid to Administrative Agent the non-refundable Extension Fee;
(ix) on or prior to the Initial Maturity Date, Borrower shall obtain and deliver to Administrative Agent (A) a Replacement Interest Rate Cap Agreement, in a notional amount equal to the outstanding principal balance of the Loan (which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day of the Extension Term and shall have a term extending through and including the end of the Interest Period in which the Extended Maturity Date falls and (B) an assignment of interest rate cap agreement with respect to such Replacement Interest Rate Cap Agreement in form and substance substantially similar to the Assignment of Interest Rate Cap Agreement delivered on the Closing Date, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Administrative Agent and Lender (which legal opinions shall be in form and substance acceptable to Administrative Agent and from one or more opinion providers acceptable to Administrative Agent);
(x) if Administrative Agent shall have determined that the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, a flood notification form signed by Borrower or Subsidiary Guarantor, as applicable, and evidence that the flood insurance required by Section 6.1 of this Agreement is extended in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent;
(xi) on the Initial Maturity Date, if Administrative Agent reasonably determines that the Carry Reserve Funds are less than an amount equal to three (3) months of carry costs for each Individual Property, then Borrower shall deposit into the Carry Reserve Account an amount sufficient to make up the deficiency;
(xii) Reserved;
(xiii) Reserved;
(xiv) Reserved;
(xv) Reserved;
(xvi) Reserved;
(xvii) Guarantor shall continue to comply with all covenants contained in the Guarantees and the Environmental Indemnity, and Guarantor shall have delivered to Administrative Agent a reaffirmation of the Guarantees and the Environmental Indemnity in form and substance acceptable to Administrative Agent;
(xviii) Subsidiary Guarantor shall continue to comply with all covenants contained in the Subsidiary Guaranty, and Subsidiary Guarantor shall have delivered to Administrative Agent a reaffirmation of the Subsidiary Guaranty in form and substance acceptable to Administrative Agent;
(xix) Borrower shall continue to comply with all covenants contained in the Pledge Agreement, and Borrower shall have delivered to Administrative Agent a reaffirmation of the Pledge Agreement in form and substance acceptable to Administrative Agent;
(xx) Borrower shall have delivered to Administrative Agent unaudited financial statements for each of Borrower, Subsidiary Guarantor and each Guarantor prepared in accordance with the Approved Accounting Method, in each case, for the most recent calendar month and calendar quarter preceding the applicable Stated Maturity Date, together with such other financial or otherwise committed to by Extending Lenders management information as Administrative Agent shall require;
(xxi) on the Initial Maturity Date, Borrower and any new Lenders, (ii) Subsidiary Guarantor shall deliver an Officer’s Certificate which confirms and certifies that all representations and warranties made by the Borrower contained in or pursuant to the Loan Documents shall be are true and correct in all material respects on and as of such date as if made on and as of such date the Initial Maturity Date, except for any changes in facts or circumstances occurring since the Closing Date that have been disclosed in writing to Administrative Agent and (iii) no do not constitute a Default or Event of Default existsor were not caused by the occurrence of a Default or Event of Default and, except in any event, do not result in a Material Adverse Effect;
(xxii) Borrower and Subsidiary Guarantor shall have delivered to Administrative Agent any and all documentation and/or other evidence (including organizational charts) of the identity of the “beneficial owner(s)” (as such term is defined by the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”)) of Borrower, Subsidiary Guarantor, and Guarantor and the authorized representative of Borrower, Subsidiary Guarantor and Guarantor, and otherwise as may be required to comply with any requirements of any orders now or hereafter issued by FinCEN (or any other governmental or quasi-governmental agencies), including, without limitation, a sworn certificate or affidavit confirming the identity of all persons with authority to bind Borrower, Subsidiary Guarantor or Guarantor;
(xxiii) Administrative Agent shall have received payment for (A) any representations and warranties which are explicitly stated as having been made as all out-of-pocket fees payable with respect to Borrower and Subsidiary Guarantor exercising the Extension Option, including, but not limited to, the fees and expenses of a specific datethe Servicer, which representations and warranties shall be true all out- of-pocket fees, costs and correct in all material respects on and as expenses of such date outside legal counsel, and (B) any and all out-of-pocket fees otherwise incurred by Secured Party on or prior to the representations applicable Stated Maturity Date in respect of the Loan and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be the same is required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal paid by Borrower and/or Subsidiary Guarantor under this Agreement; and
(a “Declining Lender”xxiv) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur Immediately prior to the Third Amendment Effective Date)commencement of each Extension Term, the Spread then in effect shall be increased by twenty-five (25) basis points.
Appears in 1 contract
Sources: Loan and Security Agreement (Vinebrook Homes Trust, Inc.)
Extension Option. The (a) At any time (but in any event, not less than sixty (60) days prior to the Scheduled Termination Date), the Borrower may may, by notice to the Lenders, request that the Total Commitments Lenders extend the Scheduled Termination Date for one (1) additional year; provided, that, the Borrower may make not more than two (2) such requests from and after the ClosingSecond Amendment Effective Date. Each Lender shall, by notice to the Borrower and the Agent not later than the thirtieth (30th) day following the date of any such request from the Borrower, advise the Borrower whether or not it agrees to extend the Scheduled Termination Date as requested. Each decision by a Lender shall be renewed for additional one year periods in the sole discretion of such Lender, and any Lender that has not so advised the Agent by providing notice the thirtieth (30th) day following the date of such request (from the Borrower shall be deemed to have declined to agree to such notice, an “Extension Notice”) extension. Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to extend the Scheduled Termination Date pursuant to the Administrative Agent no more frequently than once in a calendar year; provided that terms of this section. Any Lender who fails to agree to the notice for extension request of the 2022 Extension shall not count towards the foregoing limitation; provided further thatBorrower, following the 2022 Extensionas set forth herein, no additional notice shall be permitted prior to January 1referred to, 2023. If for purposes of this section, as a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Non-Extending Lender”.
(b) If Lenders holding Commitments representing at least fifty (50%) of the Aggregate Commitments agree to any such request for extension of the Scheduled Termination Date (collectively, the “Approving Lenders”), it will notify then the Administrative Agent, in writing, of its decision to do so no later than Borrower may extend the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed Scheduled Termination Date for an additional one year from solely as to the Approving Lenders with Aggregate Commitments equal to the aggregate Commitments of the Approving Lenders during such extension period provided that it is understood and agreed that the Scheduled Termination Date relating to the Non-Extending Lenders shall remain unchanged and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the then existing Scheduled Termination Date without giving effect to such extension. If Non-Extending Lenders hold Commitments representing more than fifty (50%) of the Aggregate Commitments, then the Borrower shall withdraw its extension request and such extended the Scheduled Termination Date shall become will remain unchanged. If Lenders holding Commitments representing at least fifty (50%) of the Termination Date (except as otherwise provided Aggregate Commitments are Approving Lenders with respect to any request for extension made in accordance with this Section 2.18 as to Declining Lenders)2.16, provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) may replace any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Non-Extending Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)10.13.
Appears in 1 contract
Sources: Credit Agreement (Unitil Corp)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) Subject to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further thatprovisions hereinafter set forth, following the 2022 Extension, no additional notice shall be permitted prior Landlord hereby grants to January 1, 2023. If a Lender agrees, in its individual and sole discretion, Tenant an option to extend its Commitment (an “Extending Lender”)the Term of this Lease on the same terms, it will notify the Administrative Agentconditions and provisions as contained in this Lease, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided herein, for one period (the "Extension Period") after the stated expiration date of the Term, which Extension Period shall commence on August 2, 2042 (the "Extension Period Commencement Date") and end on the day before the sixtieth (60th) anniversary of the Commencement Date (being September 14, 2055)."
(A) Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the date which is twenty four (24) months prior to the Extension Period Commencement Date, time being of the essence. If Tenant's option is not so exercised, said option shall thereupon expire.
(B) Tenant may exercise said option, and an exercise thereof shall be effective, only if (1) at the time of Tenant's exercise of said option and on the Extension Period Commencement Date this Lease is in full force and effect and an Event of Default under Section 14.01(A) or (B) or other material Event of Default does not exist under this Section 2.18 Lease, (2) an Event of Default in payment of principal or interest under the Bonds or other material Event of Default does not exist under the Loan Agreement or Indenture (as to Declining Lenderssuch terms are defined on Exhibit A), provided, that and (3) Tenant has received and furnished to Landlord a Favorable Opinion of Tax Counsel (as defined on Exhibit A hereto) and Tenant's determination of Bond-Financed Property Rent (as defined on Exhibit A hereto).
(C) Rent during the Extension Period shall include the following:
(i) more than 50% of Base Rent at the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties rate set forth in Sections 4.2, 4.7 3.01 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to 3.02 of the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and Lease;
(ii) Percentage Rent as provided in Section 3.03 of the date such Declining Lender is replaced Lease; and
(iii) Bond-Financed Property Rent.
(D) If Tenant has validly exercised said option, then within sixty (60) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the Extension Period as determined in accordance herewith, with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended revisions to the latest applicable Termination Date upon such assignment without rental provisions of this lease as may be necessary to include the consent Bond Financed Property Rent. As the Extension Period does not extend beyond the original Term of the Administrative Agent or any other Lender. The Borrower will have Lease, no additional act by the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension City Council shall be deemed required with respect to occur prior any such extension or amendment on the terms stated herein, the Commissioner having authority to execute or approve the Third Amendment Effective Date)confirmatory amendment and all documents in connection therewith.
Appears in 1 contract
Sources: Credit and Reimbursement Agreement (Centerpoint Properties Trust)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date 49207859.4 assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Second Amendment Effective Date (provided pursuant to this Section 2.18(provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date2022 Extension).
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in 509265-1292-17123-Active.40387902.9 this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Extension Option. So long as this Lease is still in full force and effect, and the named Tenant as set forth in Section 1.1 (or any successor by merger, or any Affiliate) shall actually occupy the entire Premises, Tenant shall have the right to extend the term of this Lease for one (1) additional period (the "EXTENDED TERM") of five (5) years. The Borrower may request Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the Original Term shall apply to the Extended Term except that the Total Commitments Annual Fixed Rent for such Extended Term shall be renewed the Market Rate (as hereinafter defined) for additional one year periods the Premises determined as of the commencement of such Extended Term, as designated by providing Landlord by notice to Tenant ("LANDLORD'S NOTICE"), but subject to Tenant's right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the term of this Lease beyond the Extended Term hereinabove provided. Upon request by Tenant no sooner than ten (10) months prior to the expiration of the Original Term, Landlord shall, within ten (10) business days following the request, provide Tenant with the Market Rate for such Extended Term. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord notice of such request its election not later than nine (such notice, an “Extension Notice”9) months prior to the Administrative Agent no more frequently than once in a calendar year; provided that expiration of the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Original Term. If a Lender agreesTenant fails to give such notice to Landlord, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, term of its decision to do so this Lease shall automatically terminate no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, end of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from Original Term, and Tenant shall have no further option to extend the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in term of this Section 2.18 as to Declining Lenders)Lease, provided, it being agreed that (i) more than 50% time is of the Total Commitments is extended or otherwise committed essence with respect to by Extending Lenders and the giving of any new Lenders, (ii) all representations and warranties made by such notice. If Tenant shall extend the Borrower in or term hereof pursuant to the Loan Documents provisions of this Section 2.3, such extension shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment effected without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments execution of any Declining Lenders. The Borrower may extend additional documents, but Tenant shall, at Landlord's request, execute an agreement confirming the Termination Date pursuant to this Section 2.18 no more than twice following Annual Fixed Rent for the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)applicable Extended Term.
Appears in 1 contract
Sources: Lease Agreement (Sonesta International Hotels Corp)
Extension Option. The Borrower may request that shall have the Total Commitments be renewed option (the "Extension Option") to extend the Credit Facility by extending the Termination Date for additional one a one-year periods by providing period from and after the initial Termination Date of January 14, 2008, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions:
(a) Administrative Agent shall have received written notice of such request Borrower's election to exercise the Extension Option at least thirty (such notice, an “Extension Notice”30) to the Administrative Agent but no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment ninety (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become 90) days before the Termination Date (except as otherwise provided then in this Section 2.18 as to Declining Lenderseffect), provided, that .
(ib) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents There shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) exist no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) at the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required time Borrower elects to be restated. Any Lender that declines exercise the Extension Option or does not respond to at the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (as then in effect).
(c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without regard modification, and such other documents as are reasonably requested by Administrative Agent to any renewals by other Lendersproperly document the extension.
(d) (Borrower shall pay to Administrative Agent, for the “Existing Termination Date”) and (ii) benefit of the date such Declining Lender is replaced Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.15% of the Total Commitment (the "Extension Fee") in consideration of the commitment of the Lenders to continue to make Advances to Borrower until the new extended Termination Date, which Extension Fee shall be due and payable at the time Borrower delivers its written notice of election to extend pursuant to Section 2.173.15(a). As of the date of Borrower's delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and at such time be a bona fide commitment fee intended as reasonable compensation to Lenders for the commitment to make Advances until the extended Termination Date.
(e) Borrower shall repay pay to Administrative Agent all Loansreasonable costs and expenses, participations including reasonable attorneys' fees, incurred in LC Disbursements connection with such extension and other amounts owing the documentation thereof.
(f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Credit Facility shall continue to apply; provided, however, that the term "Termination Date" and all references to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended term in this Agreement and the other Loan Documents shall mean and refer to the extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend which shall be one year from the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to as then in effect. All references in this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent Agreement or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject Loan Document to the consent exercise of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Option shall be deemed to occur prior refer to the Third Amendment Effective Date)satisfaction of all conditions set forth above.
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Extension Option. (i) The Borrower may at any time and from time to time request that all or a portion of the Total Revolving Commitments be renewed for additional one year periods by providing notice existing at the time of such request (such noticeeach, an “Extension NoticeExisting Commitment”, and Loans related thereto, “Existing Loans”) of any Class (an “Existing Class”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Loans (any such Existing Loans which have been so extended, “Extended Loans”, and any such Existing Commitments so extended, “Extended Commitments”). Prior to entering into any Extension Amendment with respect to any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent no more frequently (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Class and which such request shall be offered equally to all such Lenders) (an “Extension Request”) setting forth the proposed
(A) the undrawn revolving commitment fee rate with respect to such Extended Commitments may be different than once such rate for such Existing Commitments and (B) the Extension Amendment may provide for other covenants and terms that apply to any period after the latest Revolving Termination Date in a calendar yeareffect prior to giving effect to such Extension Amendment and (z) the terms of any Extended Commitments may also contain other differences from the Existing Class from which they are to be extended as are approved by the Administrative Agent, acting reasonably, so long as such differences are not material and not adverse to the Lenders of such Existing Class; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following notwithstanding anything to the 2022 Extensioncontrary in this Section 2.22(b) or otherwise, no additional notice (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments as set forth in Section 2.6, treatment of which may be agreed between the Borrower and the Lenders relating to an Extension Series, or upon the Revolving Termination Date of a Class of Revolving Commitments) of Loans with respect to any Extended Commitments shall be permitted made on a pro rata basis with any borrowings and repayments of the Existing Loans of the Class of Existing Commitments from which they were extended (the mechanics for which may be implemented through the applicable Extension Amendment and may include technical changes related to the borrowing, replacement letter of credit and swingline procedures of such Class of Existing Commitments) and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Classes set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Class converted into Extended Commitments pursuant to any Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate Class of Revolving Commitments from the Existing Class from which they were converted and from any other Existing Commitments.
(ii) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to January 1the date on which Lenders under the applicable Existing Class or Existing Classes are requested to respond, 2023. If a Lender agreesand shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in its individual and sole discretioneach case acting reasonably, to extend its Commitment accomplish the purpose of this Section 2.22(b). Any Lender (an “Extending Lender”), it will ) wishing to have all or a portion of its Revolving Commitments of the Existing Class or Existing Classes subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent, Agent (an “Extension Election”) on or prior to the date specified in writing, such Extension Request of the amount of its decision Revolving Commitments of the Existing Class or Existing Classes subject to do so no later than the applicable deadline specified such Extension Request that it has elected to convert into Extended Commitments (subject to any minimum denomination requirements imposed by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining LendersAgent), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lenders of an Existing Class fail to respond, such Lenders will be deemed to have declined to extend their Revolving Commitments. In the event that the aggregate amount of Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments of the Existing Class or Existing Classes subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Revolving Commitments included in each such Extension Election (subject to rounding). Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be treated identically to all other Revolving Commitments for purposes of the obligations of a Lender or in respect of Swingline Loans under Section 2.4 and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the date on which the Swingline Loan has to be repaid and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the Swingline Lender and/or the Issuing Lender, as applicable, have consented to such extensions (it being understood that no consent of any other Lender holding a Commitment shall be required in connection with a Non-any such extension).
(iii) Extended Termination Date assigns all or any portion Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of its Commitment prior to its termination pursuant this Section 9.6(c2.22(b)(iii) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended notwithstanding anything to the latest applicable Termination Date upon such assignment without contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject Extending Lenders with respect to the consent of Extended Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Issuing Lenders Extending Lenders. No Extension Amendment shall provide for any tranche of Extended Commitments in an aggregate principal amount that is less than $25,000,000. Notwithstanding anything to the contrary in this Section 2.22(b) and without limiting the generality or applicability of Section 10.1 to any Section 2.22(b) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such consent additional amendment, a “Section 2.22(b) Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.22(b) Additional Amendments are within the requirements of Section 2.22(b)(i) and do not become effective prior to the time that such Section 2.22(b) Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.22(b) Additional Amendments to become effective in accordance with Section 10.1. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent or the Issuing Lenders not to be unreasonably withheld(i) in an amount up as to the amount enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the Commitments of any Declining Lenders. The Borrower other Loan Documents (if any) as may extend be amended thereby (in the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one case of such extensions is other Loan Documents as contemplated by the 2022it being understood that the 2023 Extension shall be deemed to occur prior immediately preceding sentence), (ii) to the Third Amendment Effective Date)effect that such Extension Amendment, including the Extended Commitments provided for therein, does not conflict with or violate the terms and provisions of Section 10.1 of this Agreement and (iii) covering such other matters as the Administrative Agent may reasonably request in connection therewith.
Appears in 1 contract
Extension Option. The Borrower (a) On each of the first anniversary of the Closing Date and the second anniversary of the Closing Date, the Revolving Termination Date may request that the Total Commitments be renewed for additional one year periods by providing notice of such request extended (such noticeeach, an “Extension NoticeExtension”) in the manner set forth in this Section 2.15 for a period of one year from the Revolving Termination Date then in effect (the “Existing Termination Date”). If the Borrower wishes to request an Extension, the Borrower shall give written notice thereof to the Administrative Agent no not less than 30 days nor more frequently than once in a calendar year; provided that 90 days prior to the notice for applicable anniversary of the 2022 Extension Closing Date, whereupon the Administrative Agent shall promptly notify each of the Revolving Lenders of such request. If any Revolving Lender shall not count towards the foregoing limitation; provided further thathave responded affirmatively within 30 days of such notice, following the 2022 Extension, no additional notice such Revolving Lender shall be permitted prior deemed to January 1, 2023. If a Lender agrees, in its individual and sole discretion, have declined the Borrower’s request to extend the Revolving Termination Date with respect to its Commitment Revolving Commitment, and only the Revolving Termination Date with respect to the Revolving Commitments of those Revolving Lenders (an the “Extending LenderRevolving Lenders”), it will notify the Administrative Agent, in writing, of its decision ) which have responded affirmatively to do so no later than the applicable deadline specified by the Extension Noticesuch request shall be extended. The Administrative Agent will notify Revolving Lenders shall have the Borrower, right to respond affirmatively to or decline any Extension in writing, their sole and absolute discretion.
(b) Any Extension pursuant to this Section 2.15 shall be subject to satisfaction of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions:
(i) more than 50% of the Total Commitments is extended or otherwise committed before and after giving effect to by Extending Lenders and any new Lenderssuch Extension, (ii) all representations and warranties made by the Borrower contained in or pursuant to the Loan Documents Article 6 shall be true and correct in all material respects on and as of such the effective date as if made on and as of such date and (iii) no Default or Event of Default existsExtension, except (A) any to the extent that such representations and warranties which are explicitly stated as having been made as of a specific specifically refer to an earlier date, in which representations and warranties case they shall be true and correct in all material respects on and as of such date and earlier date;
(Bii) at the time of such Extension, no Default or Event of Default shall exist or would result from such Extension;
(iii) the representations sum of the Revolving Committed Amounts of the Extending Revolving Lenders with respect to such Extension represent at least a majority of the then applicable Aggregate Revolving Committed Amount; and
(iv) receipt by the Administrative Agent of counterparts of an extension agreement in form and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond substance reasonably satisfactory to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) Administrative Agent (the “Existing Termination DateExtension Agreement”) ), duly completed and (ii) signed by the date such Declining Lender is replaced in accordance with Section 2.17Borrower, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Extending Revolving Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Directv)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently earlier than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, 45 days but no additional notice shall be permitted later than 30 days prior to January 1November 6, 20232006 or any anniversary thereof (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend renew its Commitment (an “"Extending Lender”"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than the applicable deadline specified by the Extension Notice20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ ' decisions promptly following no later than 15 days prior to such deadlineNoticed Anniversary Date. The Extending Lenders’ ' Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise Date, provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existsdate, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s 's request for commitment renewal (a “"Declining Lender”") will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “"Existing Termination Date”") and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject acceptable to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up equal to the amount of the Commitments of any Declining Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)twice.
Appears in 1 contract
Extension Option. (a) The Borrower may request that an extension of the Total Commitments be renewed Maturity Date for additional one year periods by providing notice of such request (such noticeeach, an “Extension NoticeExtended Maturity Date”) to the Administrative Agent no more frequently than once in a calendar year); provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 50% of 30 days prior to the Total Commitments is extended Maturity Date or otherwise committed to by Extending Lenders and any new Lendersthe initial Extended Maturity Date, as applicable, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties no more than two such requests shall be true made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Administrative Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as of applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.12, 2.15 and 9.04 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (iii) the Borrower may, i f it so elects upon five Business Days’ notice to JPMCB, as Administrative Agent, designate a Person to become a Lender after consultation with JPMCB, as Administrative Agent, or agree with an existing Lender that such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date or the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without further recourse to or warranty by, or 30 expense to such Non-Extending Lenders; provided that any such designation or agreement may not increase the aggregate amount of the Commitments. The assumptions provided for in this Section 2.20(b) shall be subject to the conditions that: (i)the Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii)all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and (iii)with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower). On or prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and JPMCB, as Administrative Agent, an Assignment and Acceptance or such other agreement acceptable to the Borrower and JPMCB, as Administrative Agent, and (B) the representations and warranties set forth any existing Lender assuming any Commitments shall have delivered confirmation in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond writing satisfactory to the Borrower’s request for commitment renewal Borrower and JPMCB, as Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (a “Declining Lender”A) will have its Commitment terminated on and (B) and the earlier Extension Agreement pursuant to Section 2.20(a), and the payment of all amounts referred to in clauses (i) through (iii) above, the then existing Termination Assuming Lenders, as of the Maturity Date (without regard to any renewals by other Lenders) (or the “Existing Termination initial Extended Maturity Date”) and (ii) , as applicable, will be substituted for the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to Extending Lenders under this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended Agreement to the latest applicable Termination Date upon such assignment extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lendersdischarged. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).ARTICLE III
Appears in 1 contract
Sources: Credit Agreement
Extension Option. The Borrower So long as this Lease is still in full force and effect, and subject to the Conditions (as hereinafter defined), which Landlord may request that waive, in its discretion, at any time, but only by notice to Tenant, Tenant shall have the Total Commitments be renewed right to extend the term of this Lease for two (2) additional one year periods by providing notice (the “Extended Term(s)”) of five (5) years each commencing on the day succeeding the expiration of the Original Term or the preceding Extended Term, as the case may be, and ending on the day immediately preceding the fifth (5th) anniversary of the commencement of such Extended Term. All of the terms, covenants and provisions of this Lease applicable immediately prior to the expiration of the then current term (i.e. Original Term or Extended Term, as applicable) shall apply to each Extended Term except that (i) the Annual Fixed Rent for each Extended Term shall be the Market Rate (as hereinafter defined) for the Premises determined as of the commencement of such Extended Term, as designated by Landlord by notice to Tenant (“Landlord ‘s Notice” ), but subject to Tenant’s right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the term of this Lease beyond the Extended Terms hereinabove provided. If Tenant shall so request by notice to Landlord not earlier than fourteen (14) (and not later than twelve (12)) months prior to the expiration of the then current term of this Lease (Original Term or Extended Term, as applicable), Landlord shall give Tenant its Landlord Notice within fifteen (15) Business Days of such noticerequest. If Tenant shall elect to exercise either of the aforesaid options, it shall do so by giving Landlord notice (an “Extension Election Notice”) of its election not later than nine (9) months prior to the Administrative Agent no more frequently than once in a calendar year; provided that expiration of the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further thatthen current term of this Lease (Original Term or Extended Term, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023as applicable). If a Lender agreesTenant fails to give any such Election Notice to Landlord or the Conditions are neither satisfied nor waived by Landlord, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, term of its decision to do so this Lease shall automatically terminate no later than the applicable deadline specified by end of the Extension term then in effect, and Tenant shall have no further option to extend the term of this Lease, it being agreed that time is of the essence with respect to the giving of any such Election Notice. The Administrative Agent will notify If Tenant shall extend the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or term hereof pursuant to the Loan Documents provisions of this Section 2.4, such extension shall (subject to satisfaction of the Conditions, unless waived by Landlord) be true and correct in all material respects on and automatically effected without the execution of any additional documents, but Tenant shall, at Landlord’s request, execute an agreement confirming the Annual Fixed Rent for the applicable Extended Term. The “Conditions” are that, as of such the date as if made on and as of such date and (iii) the applicable Election Notice there shall exist no Default or Event of Default exists, except (A) any representations Tenant and warranties which are explicitly stated the named Tenant as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal Section 1.1 (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all successor by Merger, or any portion of its Commitment prior to its termination pursuant Section 9.6(cAffiliate as defined in Subsection 6.2.1) and shall actually occupy the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)entire Premises.
Appears in 1 contract
Sources: Lease Agreement (Cerecor Inc.)
Extension Option. The Borrower may request that shall have the Total Commitments be renewed for additional one year periods right, at its option, to extend the Term until May 1, 2011 (the “Extended Maturity Date”) by providing giving notice of such request extension to Lender at least fifteen (such notice, an “Extension Notice”15) days prior to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023originally scheduled Stated Maturity Date. If a Lender agrees, in its individual and sole discretion, Upon receipt of such request to extend its Commitment (an “Extending Lender”)the Term until the Extended Maturity Date, it Lender will notify promptly confirm to Borrower in writing whether or not the Administrative AgentStated Maturity Date will be so extended, in writing, of its decision to do so no later than which extension will be granted upon the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, satisfaction of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions:
(i) more than 50% No Event of Default exists at the Total Commitments time such request is extended or otherwise committed to by Extending Lenders made and any new Lenders, on the originally scheduled Stated Maturity Date;
(ii) all representations and warranties made by Borrower delivers to Lender an Officer’s Certificate confirming the Borrower accuracy of the information contained in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and clause (i) above;
(iii) On or prior to the originally scheduled Stated Maturity Date, Borrower either (i) extends the term of the Interest Rate Protection Agreement to a date not earlier than the Extended Maturity Date, or (ii) enters into a new interest rate protection agreement which expires no Default earlier than the Extended Maturity Date, and which extension or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as new agreement is in respect of a specific date, which representations notional amount of the then outstanding Principal and warranties shall be true and correct in all material respects is otherwise on and as of such date and (B) the representations and warranties same terms set forth in Sections 4.2Section 2.6.1 hereof and has the effect of capping LIBOR at 5.00% per annum;
(iv) any outstanding Approved Senior Mezzanine Loan has been either (x) paid in full or (y) extended, 4.7 and 4.11 such that the term of such extended Approved Senior Mezzanine Loan shall not be required to be restated. Any Lender that declines or does not respond expire prior to the Borrower’s request for commitment renewal Extended Maturity Date; and
(a “Declining Lender”v) will have its Commitment terminated on any outstanding Approved Junior Mezzanine Loan has been either (x) paid in full or (y) extended, such that the earlier term of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower extended Approved Junior Mezzanine Loan shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment not expire prior to its termination pursuant Section 9.6(c) and the Assignee Extended Maturity Date. If all of such Commitment agrees the foregoing conditions have not been satisfied within the applicable time frames for each, Lender shall have no obligation to extend the Termination Stated Maturity Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)hereunder.
Appears in 1 contract
Extension Option. The (i) Not more than 60 days and not less than 30 days prior to each annual anniversary of the Effective Date, the Borrower may may, in each case, request in writing that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to Banks extend the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed Termination Date for an additional one year (and the Administrative Agent shall promptly give the Banks notice of any such request); provided that the Borrower may not make a request that would cause the Termination Date to extend to a date more than eight years from the Effective Date. Each Bank shall provide the Administrative Agent, not more than 15 days subsequent to any such request by the Borrower, with written notice regarding whether it agrees to extend the then existing current Termination Date Date. Each decision by a Bank shall be in its sole discretion and failure by a Bank to give timely written notice hereunder shall be deemed a decision by such extended Bank not to extend the Termination Date. If all of the Banks timely agree in writing to extend the Termination Date, then the Termination Date shall become the Termination Date (except as otherwise provided in be extended for an additional one year pursuant to a duly executed written amendment to this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, Credit Agreement.
(ii) all representations and warranties made by the Borrower in or pursuant If any Bank fails to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees agree to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18(a “Refusing Bank”), then the Termination Date Borrower may, on or before the applicable anniversary date, request, at its own discretion and its own expense, any of the Refusing Banks (and each Refusing Bank shall be required to transfer and assign upon such request) to transfer and assign in whole (but not in part), without recourse (in accordance with and subject to the terms of Section 11.12), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee or Eligible Assignees (which may be one or more existing Banks if any existing Bank accepts such assignment); provided that (A) such assignment or assignments shall not conflict with any law, rule, regulation or order of any court or other governmental authority, (B) the Borrower or such Eligible Assignee or Eligible Assignees shall pay to the Refusing Banks in immediately available funds the principal of and interest accrued to the date of such assigned Commitment shall automatically be extended payment on the portion of the Loans hereunder held by such Refusing Banks and all other amounts owed to the latest applicable Termination Date upon such assignment without the consent of Refusing Banks hereunder, as well as any transfer fee owing to the Administrative Agent under Section 11.12 and (C) such transfer and assignment must occur on or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject prior to the applicable anniversary date.
(iii) If there exists any Refusing Bank, and such Refusing Bank is not required by the Borrower to transfer and assign its interests prior to the applicable anniversary date as set forth in clause (ii) above, then the Borrower may, on or before the applicable anniversary date, as long as the Required Banks consent to the extension of the Termination Date, notify the Administrative Agent in writing that it wishes to (and all Banks who are not Refusing Banks shall agree to) extend the Issuing Lenders Termination Date with a Revolving Credit Commitment (for such consent of the Administrative Agent or the Issuing Lenders not additional year) equal to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lendersthose Banks that are not Refusing Banks for such additional year. The If the Borrower may opts to extend the Termination Date pursuant to this Section 2.18 no more than twice following clause (iii), then the SecondThird Amendment Effective Borrower shall, on the Termination Date in effect immediately prior to such extension, pay to the Refusing Banks in immediately available funds the principal of and interest accrued on the portion of the Loans hereunder held by the Refusing Banks, as well as all other amounts due and payable to the Refusing Banks (provided that one including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Bank to fund its Eurodollar Loans), on such extensions is date. Upon such payment, (A) the 2022it being understood that Commitments of each such Refusing Bank shall terminate, (B) each such Refusing Bank shall cease to be a Bank hereunder and (C) the 2023 Extension Revolving Credit Commitment shall be deemed to occur prior reduced by an amount equal to the Third Amendment Effective Date)aggregate Commitments of each such Refusing Bank.
Appears in 1 contract
Extension Option. (a) The Borrower shall have two options (each, an “Extension Option”) to extend the maturity of the Revolving Credit Commitments for a period of six (6) months per extension (each such period, an “Extension Period”). Subject to the conditions set forth in clause (b) below, Borrower may request that the Total Commitments be renewed for additional one year periods exercise each Extension Option by providing delivering written notice of such request (such notice, an “Extension Notice”) ), together with the payment of the first installment of the Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the Administrative Agent no on or before the date that is at least 30 days, but not more frequently than once in 180 days, prior to the then applicable Revolving Credit Termination Date, stating that Borrower will extend the Revolving Credit Termination Date for six (6) months (or if such date that is six (6) months after the Revolving Credit Termination Date is not a calendar year; provided that Business Day, the notice for the 2022 next succeeding Business Day). Borrower’s delivery of an Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice Notice shall be permitted prior to January 1, 2023irrevocable. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify In no event shall the Administrative Agent, in writing, of its decision to do so no Revolving Credit Termination Date occur later than June 30, 2022.
(b) The Borrower’s right to exercise each Extension Option shall be subject to the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date terms and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that conditions: (i) more than 50% no Potential Event of Default or Event of Default shall have occurred and be continuing either on the Total Commitments is extended date Borrower delivers the applicable Extension Notice to the Administrative Agent or on the date that this Agreement would otherwise committed to by Extending Lenders and any new Lendershave terminated, (ii) all of the representations and warranties made by of the Borrower contained in or pursuant to the Section 7.1 and in any other Loan Documents Document (other than representations and warranties which expressly speak as of a different date, in which case, such representations and warranties shall have been true and correct as of such date) shall be true and correct in all material respects on and (or in the case of any representation or warranty that is qualified as of such date as if made on and as of such date and (iii) no Default to “materiality”, “Material Adverse Effect” or Event of Default existssimilar language, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and after giving effect to such qualification) as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time Borrower delivers the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing applicable Extension Notice to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and on the Issuing Lenders date that this Agreement would otherwise have terminated, and (such consent iii) the Borrower shall have paid the first installment of the Extension Fee to the Administrative Agent or for the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount account of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date Lenders (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Datebased on their respective Pro Rata Shares).
(c) If the Borrower exercises any Extension Option, the Borrower shall pay the first installment of the Extension Fee on the date of the Extension Notice and shall pay the second installment of the Extension Fee on the first day of the fourth month of the applicable Extension Period.
Appears in 1 contract
Extension Option. (a) The Borrower may request that request, at any time after the Total Commitments be renewed for additional first anniversary of the Restatement Effective Date, to extend the then-effective Revolving Loan Termination Date by one year periods to a date that does not cause the tenor of the credit facility evidenced by providing notice this Agreement to exceed 5 years from the date of effectiveness of such request extension, upon written notice (such notice, an a “Extension NoticeNotice to Extend”) to the Administrative Agent at least 20 Business Days before (or such other date as is agreed upon by the Agent) the date on which the Borrower proposes such extension to become effective (and the Agent shall promptly inform the Lenders thereof). Each Lender shall notify the Agent no more frequently later than once in a calendar year; provided 10 days after the date of receipt of the Notice to Extend by the Agent that either (A) such Lender declines to consent to extending the notice for Revolving Loan Termination Date or (B) such Lender consents to extending the 2022 Extension shall not count towards the foregoing limitation; provided further thatRevolving Loan Termination Date (any such consenting Lender, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”). Any Lender not responding within the above time period shall be deemed not to have consented to extending the Revolving Loan Termination Date. The Agent shall, it will after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Administrative Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section 2.2.3.
(b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each such Lender, a “Non-Extending Lender”), the Borrower shall have the right to replace such Non-Extending Lender in accordance with Section 2.21.
(c) If the Required Lenders have consented to the extension of the Revolving Loan Termination Date, the Revolving Loan Termination Date shall be extended (solely with respect to each Extending Lender) to the date that is one year after the then-effective Revolving Loan Termination Date, effective as of the date to be determined by the Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Agent, in writing, of its decision form and substance reasonably satisfactory to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% the resolutions of the Total Commitments is extended or otherwise committed to by Extending Lenders Borrower authorizing such extension, certified as being in effect as of the Extension Effective Date and any new Lendersthe related incumbency certificate of the Borrower, (ii) all representations and warranties made by a favorable opinion of counsel for the Borrower in or pursuant as to such matters as the Loan Documents shall be true Agent may reasonably request and correct in all material respects (iii) a certificate of the Borrower stating that on and as of such date as if made Extension Effective Date, and after giving effect to the extension to be effective on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be all conditions precedent to the making of any Loan are true and correct in all material respects on and as of such date and (B) correct. On the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing earliest applicable Revolving Loan Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay pay to the Agent, for the account of each applicable Non-Extending Lender, the principal amount of all Loans, participations in LC Disbursements Loans outstanding owing to such Non-Extending Lender and all interest thereon and all fees and other amounts owing due and payable hereunder to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Extending Lender accrued through the applicable Revolving Loan Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (General Dynamics Corp)
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.2 and 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Closing Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed pursuant to occur prior to the Third Amendment Effective Date)this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement
Extension Option. (a) The Borrower may request that an extension of the Total Commitments be renewed Maturity Date for additional one year periods by providing notice of such request (such noticeeach, an “Extension NoticeExtended Maturity Date”) to the Administrative Agent no more frequently than once in a calendar year); provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 50% of 30 days prior to the Total Commitments is extended Maturity Date or otherwise committed to by Extending Lenders and any new Lendersthe initial Extended Maturity Date, as applicable, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default existshas occurred and is continuing, except and (Aiii) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties no more than two such requests shall be true made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and correct in signed by the Borrower, the Administrative Agent and all material respects of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.
(b) If any Lender rejects, or is deemed to have rejected, the Borrower’s request to extend its Commitment (each, a “Non-Extending Lender”), (i) this Agreement shall terminate on the Maturity Date or the initial Extended Maturity Date, as of applicable, with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.12, 2.15 and 9.04 and obligations under Section 9.12 shall survive the Maturity Date or the initial Extended Maturity Date, as applicable, as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date or the initial Extended Maturity Date, as applicable, any amounts due and payable hereunder to such Lender on such date and (Biii) the representations and warranties set forth in Sections 4.2Borrower may, 4.7 and 4.11 shall not be required i f it so elects upon five Business Days’ notice to be restated. Any JPMCB, as Administrative Agent, designate a Person to become a Lender after consultation with JPMCB, as Administrative Agent, or agree with an existing Lender that declines such Lender’s Commitment shall be increased (each, an “Assuming Lender”), in each case to assume, effective as of the Maturity Date or does the initial Extended Maturity Date, as applicable, any Non-Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders; provided that any such designation or agreement may not respond increase the aggregate amount of the Commitments. The assumptions provided for in this Section 2.20(b) shall be subject to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of conditions that:
(i) the then existing Termination Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the Maturity Date or the initial Extended Maturity Date, as applicable, on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed;
(without regard ii) all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and
(iii) with respect to any renewals such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower). On or prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and JPMCB, as Administrative Agent, an Assignment and Acceptance or such other Lendersagreement acceptable to the Borrower and JPMCB, as Administrative Agent, and (B) any existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and JPMCB, as Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (the “Existing Termination Date”A) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(cB) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended Extension Agreement pursuant to Section 2.20(a), and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders, as of the Maturity Date or the initial Extended Maturity Date, as applicable, will be substituted for the Non-Extending Lenders under this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended Agreement to the latest applicable Termination Date upon such assignment extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the Administrative Agent or any other Lender. The Borrower will have Lenders, and the right to accept commitments from third party financial institutions subject to the consent obligations of the Administrative Agent Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)discharged.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).
Appears in 1 contract
Sources: Credit Agreement
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice So long as there exists no Default of such request (such noticeTenant, an “Extension Notice”) to the Administrative Agent no more frequently than once this Lease is still in a calendar year; provided that the notice for the 2022 Extension full force and effect, and Tenant shall not count towards the foregoing limitation; provided further thathave sublet, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended assigned or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns transferred all or any portion of its Commitment prior interest under this Lease (other than to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18Affiliates), then the Termination Date of such assigned Commitment Tenant shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions extend the term of this Lease for one (1) additional period (the "EXTENDED TERM") of five (5) years. The Extended Term shall commence on the day succeeding the expiration of the Original Term and shall end on the day immediately preceding the fifth anniversary of the commencement of the Extended Term. All of our terms, covenants and provisions of this Lease shall apply to each such Extended Term except that (i) the Annual Fixed Rent for the Extended Term shall be the Market Rate (as hereinafter defined) for the Property determined as of the commencement of the Extended Term, as designated by Landlord by notice to Tenant ("LANDLORD'S NOTICE"), but subject to Tenant's right to dispute as hereinafter provided; and (ii) Tenant shall have no further right to extend the consent term of this Lease beyond the Extended Term hereinabove provided. If Tenant fails to give any such notice to Landlord, this Lease shall automatically terminate at the end of the Administrative Agent Original Term then in effect, and Tenant shall have no further option to extend the Issuing Lenders (such consent term of this Lease, it being agreed that time is of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up essence with respect to the amount of the Commitments giving of any Declining Lenderssuch notice. The Borrower may extend If Tenant gives such notice, the Termination Date pursuant to extension of this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension Lease shall be deemed automatically effected without the execution of any additional documents, subject to occur prior Tenant's right to the Third Amendment Effective Date)cancel such election as hereinafter provided.
Appears in 1 contract
Sources: Lease (Biotransplant Inc)
Extension Option. 49.01 Provided that Tenant is not in default under this Lease beyond the grace period applicable to such default, if any, at the time of exercise of its option under this Section 49 or on the Expiration Date, and the Tenant first named herein or any permitted successor in interest or affiliate of Tenant (collectively, "Named Tenant") shall occupy not less than eighty (80%) percent of the entire Premises for the conduct of its business on the Expiration Date, the Named Tenant shall have the right (the "Extension Right") to extend the term of the Lease with respect to the entire Premises for a single one (1) period (the "Extension Term"). The Borrower may request that Extension Term shall commence on the Total Commitments be renewed for additional one year periods by providing day after the Expiration Date (the "Extension Term Comm. Date") and shall expire on the first (1st) anniversary of the Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the Lease or pursuant to Law. Tenant must give Landlord written notice of Tenant's intention to exercise such request option no later than two hundred seventy (270) days years prior to the Expiration Date, as to which date time is of the essence, and upon the giving of such notice, an “Extension Notice”) subject to the Administrative Agent no more frequently than once provisions of the first sentence of this Section 49.01 and Subsection (vi) hereof, the term of the Lease shall be extended without execution or delivery of any other or further document, with the same force and effect as if the Extension Term had originally been included in a calendar year; provided the original term of the Lease. All of the terms, covenants and conditions of the Lease shall continue in full force and effect during the Extension Term, including items of Additional Rent and escalation which shall remain payable on the terms herein set forth (provided, however, that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual provisions of Sections 3.02 and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 22.02 hereof shall not be required to be restated. Any Lender that declines or does not respond to applicable during the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”Extension Term) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower Tenant shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees have no further right to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent term of the Administrative Agent or Lease for any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)reason.
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments Maturity Date be renewed extended for one additional one year periods 364-day period by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Agent. If a Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Commitment Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Commitments Loans will be renewed extended for an additional one year 364-day period from the then existing Termination Maturity Date (the “Existing Maturity Date”) and such extended Termination Maturity Date shall become the Termination Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) Extenders represent more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lendersoutstanding principal amount of the Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restatedrestated and (iv) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.05% of the principal amount of the Loans for which the Maturity Date is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal extension (a “Declining Lender”) will have its Commitment terminated Loan mature on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Maturity Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns pursuant to Section 9.6(c) all or any portion of its Commitment Loan prior to its termination pursuant Section 9.6(c) the replacement of such Lender and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).Active.40134080.7
Appears in 1 contract
Sources: Term Loan Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)
Extension Option. The Borrower may request that Solely in the Total case of the First Extension Option, subject to satisfaction of the following conditions, the Termination Date with respect to all Commitments shall be renewed extended for additional one year periods by providing notice of such request (such noticeas so extended, an the “Extension NoticeFirst Extended Termination Date”) to effective upon receipt by the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify Request in connection with the Borrower, in writing, First Extension Option and payment of the Lenders’ decisions promptly fee referred to in the following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date clause (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that ii): (i) more than 50% of the Total Commitments is extended or otherwise committed immediately prior to by Extending Lenders such extension and any new Lendersimmediately after giving effect thereto, (iix) all no Default or Event of Default shall exist and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Party in or pursuant to 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 date extension with the same force and effect as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any to the extent that such representations and warranties expressly relate solely to an earlier date (in which are explicitly stated as having been made as of a specific date, 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 be true and correct in all material respects respects) on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and, (ii) the date such Declining Lender is replaced in accordance with Borrower shall have paid the Fees payable under Section 2.173.5.(d), and at (iii) (x) the 6.75% Senior Notes shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, and (y) the Term Loans shall have been repaid in full. At any time prior to the effectiveness of any such time extensionthe First Extension Option, upon the Administrative Agent’s request, the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing deliver to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent a certificate from the chief executive officer or any other Lender. The Borrower will have chief financial officer certifying the right matters referred to accept commitments from third party financial institutions subject to in the consent of the Administrative Agent immediately preceding clauses (i)(x) and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Datei)(y).
Appears in 1 contract
Extension Option. The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Second Amendment Effective Date (provided pursuant to this Section 2.18(provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).is
Appears in 1 contract
Sources: Credit Agreement
Extension Option. The Borrower may request that the Total Commitments Maturity Date be renewed extended for one additional one year periods 364-day period by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to January 1, 2023Agent. If a Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Commitment Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Commitments Loans will be renewed extended for an additional one year 364-day period from the then existing Termination Maturity Date (the “Existing Maturity Date”) and such extended Termination Maturity Date shall Active.40134080.7 become the Termination Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) Extenders represent more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lendersoutstanding principal amount of the Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restatedrestated and (iv) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.05% of the principal amount of the Loans for which the Maturity Date is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal extension (a “Declining Lender”) will have its Commitment terminated Loan mature on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Maturity Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns pursuant to Section 9.6(c) all or any portion of its Commitment Loan prior to its termination pursuant Section 9.6(c) the replacement of such Lender and the Assignee of such Commitment Loan (an “Extending Assignee”) agrees to extend the Termination Maturity Date of such assigned Commitment Loan until the latest applicable Termination Maturity Date of other then-then existing Commitments Loans that have been extended pursuant to this Section 2.18, then the Termination Maturity Date of such assigned Commitment Loan shall automatically be extended to the latest applicable Termination Maturity Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments to purchase Loans held by any Declining Lenders from third party financial institutions (“Extending New Lenders”) subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the aggregate outstanding principal amount of such Loans held by one or more Declining Lenders. An Extending New Lender or a Lender may replace a Declining Lender in whole or in part pursuant to Section 2.17; provided, in the event of a partial replacement, the aggregate outstanding principal amount of the Commitments of any Loans held by such Declining LendersLender after effectuating such partial replacement shall equal at least $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). The Borrower may extend the Termination Maturity Date no more than once following the Closing Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.18.
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Sources: Term Loan Credit Agreement (SOUTHERN CALIFORNIA EDISON Co)
Extension Option. The Borrower (a) So long as at the time no Default shall exist, the Commitment Termination Date may request be extended in the manner set forth in this Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Total Commitments Commitment Termination Date may only be renewed for additional one year periods by providing so extended once per year. If the Company wishes to request an extension of the Commitment Termination Date, the Company shall give written notice of such request (such notice, an “Extension Notice”) to that effect to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted less six months prior to January 1the Commitment Termination Date then in effect, 2023whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. If a Each Lender agreeswill use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion, on or prior to extend its Commitment a deadline to be determined by Company and the Administrative Agent (an “Extending Lender”), it will notify not to be less than fourteen days from the date such notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such Lender’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in writingsubstantially the form of Exhibit L hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of its decision the Lenders that have responded affirmatively. No extension of the Commitments pursuant to do this Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders (the effectiveness date of any such Extension Agreement, the “Extension Agreement Effective Date”). Notwithstanding anything to the contrary, the remaining maturity of the Commitments, after giving effect to any extension pursuant to this Section 2.15, will in no later than event be extended beyond the date that is five years after the applicable deadline specified by Extension Agreement Effective Date.
(b) If any Lender rejects, or is deemed to have rejected, the Extension Notice. The Administrative Agent will notify the BorrowerCompany’s proposal to extend such Lender’s Commitment, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) subject to (B) below, this Agreement shall terminate on the Commitment Termination Date then in effect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any representations amounts due and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects payable to such Lender on and as of such date and (B) the representations and warranties set forth in Sections 4.2Company may, 4.7 and 4.11 shall not be required to be restated. Any if it so elects, require any Lender that declines or does not respond elect to extend its Commitment to assign at par its Commitment in its entirety to one or more Eligible Assignees pursuant to Section 9.01(b) which Eligible Assignees will agree to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its extension of the Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”.
(c) and (ii) The Administrative Agent shall promptly notify the date such Declining Lender is replaced in accordance with Section 2.17, and at such time Lenders of the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion effectiveness of its Commitment prior to its termination pursuant Section 9.6(c) and each extension of the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date pursuant to this Section 2.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date)2.15.
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