Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 3 contracts
Samples: First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)
Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class one or more Tranches existing at the time of such request (each, an “Existing Revolving ClassTranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”) ), in each case, be converted or exchanged to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Commitments Tranche which have has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving CommitmentsTranche, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassTranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be identical in all material respects substantially similar to the Revolving Commitments of those applicable to the Existing Revolving Class Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (ix) all or any of the scheduled final maturity date shall or termination dates of such Extended Revolving Tranches may be extended delayed to a later date dates than the scheduled final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolving Class; providedTranche, however, that at no time shall there be Classes of Revolving Commitments hereunder and (including Extended Revolving Commitmentsy) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolving Class Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the items increased margins contemplated by the preceding clause (A); provided, in each casethat, notwithstanding anything to the extent provided contrary in the applicable Extension Amendmentthis Section 2.26 or otherwise, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class assignments and the participations of Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder Tranches shall be made on a pro rata basis (except for (I) payments of interest governed by the same or, at the Borrower’s discretion, more restrictive assignment and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending participation provisions applicable to Revolving Commitments, (III) repayments made set forth in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving CommitmentsSection 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class Loans converted into an Extended Revolving Commitments Tranche pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and Tranche shall constitute a separate Class Tranche of Revolving Commitments Loans from the Specified Existing Tranches and from any other Existing Revolving Class from which they were extended; provided that Tranches (and any other Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolving Extension Series with respect to on such Existing Revolving Classdate).
Appears in 3 contracts
Samples: Lender Joinder Agreement (Revlon Consumer Products Corp), Credit Agreement (Revlon Consumer Products Corp), Guarantee and Collateral Agreement (Revlon Inc /De/)
Extension of Revolving Commitments. The Borrower may Borrowers’ Agent may, at any time and from time to time time, request that all or a portion of the any Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Revolver Termination Date with respect to all or a portion of any principal amount of the Revolving Commitments under such Revolving Commitments Facility (any such Revolving Commitments under a Revolving Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.11(k). Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower Company shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by Company), including: (i) pricing, optional prepayment or redemption terms, with respect to extensions of credit under the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the pricing, optional redemption or prepayment terms, for the extensions of credit under any Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (ii) the Extension Amendment may provide for other covenants (as determined by Company and Extending Revolving Lenders) and terms that apply solely to any period after the latest Revolver Termination Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under (1) the applicable Revolving Commitments (i.e., the Existing Revolving Class borrowing and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (IIB) repayments required upon the Maturity Revolver Termination Date of such Revolving Facility (and related outstandings) or the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Revolver Termination Date and (IVC) repayments made in connection with a permanent repayment and termination of Commitmentscommitments under such Revolving Facility or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Revolver Termination Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Existing Revolver Tranche, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series, all Letters of Credit issued under the Existing Revolver Tranche shall be participated on a pro rata basis by all Lenders with Revolving Commitments under the Existing Revolver Tranche and Extended Revolving Commitments in accordance with their percentage of the Commitments under the applicable Revolving Facilities (and except as provided in Section 2.1, without giving effect to changes thereto on an earlier Revolver Termination Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Existing Revolver Tranche, except that Company shall be permitted to permanently repay and terminate commitments of the Existing Revolver Tranche on a greater than a pro rata basis as compared to any other such Revolving Facility with a later Revolver Termination Date and (iv4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Existing Revolver Tranche (and related outstandings); provided, further, that (A) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time a Revolver Extension Amendment may provide for other covenants Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Revolver Termination Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments and terms that apply to any period after the Latest Maturity Date Extended Revolving Commitments of each Extension Series) which have more than five different Revolver Termination Dates and (D) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $100,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this Section 2.15(b)).
Appears in 3 contracts
Samples: Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc), Intercreditor Agreement (Owens-Illinois Group Inc)
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.23. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.
Appears in 3 contracts
Samples: Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 3 contracts
Samples: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.18. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower Company shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Company), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivii) the Extension Amendment may provide for other covenants (as determined by the Company and terms that apply to any period after the Latest Maturity Date in respect of Extending Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”Lenders) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.and
Appears in 2 contracts
Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who and the Administrative Agent shall provide a copy of such notice to each of the Lenders selected by the Borrower under the applicable Existing Revolving Class, with Class (it being understood that any such request need not be offered equally to all such Lenders of such Existing Revolving Class)) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good 173 faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01 or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 2 contracts
Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect 119 prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 2 contracts
Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a ““ Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 2 contracts
Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.28. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, not materially more favorable (as reasonably determined by the Borrower) to the Extending Revolving Lender, as the original Revolving Commitments (and related outstandings) unless the existing Lenders receive the benefit of such favorable terms or for covenants and other provisions applicable only to periods after the Existing Revolving Class from which they are to be extended except that Latest Maturity Date: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four three (43) different Latest Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and mandatory repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, and further, that (ivA) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Amendment may provide for other covenants and terms that apply to any period after Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of any intercreditor arrangements applicable to the Existing Revolver Tranche then in effect and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.28(b)).
Appears in 2 contracts
Samples: Restatement Agreement (EVO Payments, Inc.), First Lien Credit Agreement (EVO Payments, Inc.)
Extension of Revolving Commitments. The Borrower Borrowers may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Borrowing”) be converted or exchanged amended to extend the scheduled Revolving Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.162.23. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Lead Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Borrowing) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Borrowing (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Borrowing and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Borrowing from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Borrowing, to the extent provided in the applicable Extension Amendment; provided, however, provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Borrowing, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Borrowing and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of non-extended Revolving Commitments of the applicable Existing Revolver Borrowing); provided further that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is in effect immediately prior delivered to the establishment of Lenders, (B) such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any given Revolver Extension Series at the time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Revolver Borrowing and (C) all documentation in respect of such Extension RequestAmendment shall be consistent with the foregoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Borrowing may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Borrowing. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Lead Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Lead Borrower in its sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.21. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical in all material respects as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by whether in the Administrative Agent), (ii)(A) the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), outstandings) and (IIB) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made ); provided that in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date in respect of any other Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requesthereunder. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.21(b) shall be in an aggregate principal amount that is not less than $25,000,000.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (IA) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (II1) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (III2) repayments made in connection with any refinancing of Extended Revolving Commitments and or (IVB) repayments made in connection as compared to any other Revolving Commitments with a permanent repayment and termination of later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal maturity date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments of the Existing Revolving Class from which they are to be extended except that (and related outstandings): (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.,
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.. 178
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension NAI-1537228099v31537241654v2 Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the Maturity Date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCredit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than four (4) three different Maturity Dates (unless otherwise consented to by the Administrative AgentAgent in its reasonable discretion), ; (ii)(Aii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments and (III) repayments made Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series Class (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $25.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.23. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments, ); provided that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Class.Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000. (c)
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than four two (42) different Maturity Dates (unless otherwise consented to by the Administrative AgentAgent in its reasonable discretion), ; (ii)(Aii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments and (III) repayments made Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series Class (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $5,000,000 (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia International Corp.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.. 172
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended 109 Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as 105 offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (IA) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (II1) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (III2) repayments made in connection with any refinancing of Extended Revolving Commitments and or (IVB) repayments made in connection as compared to any other Revolving Commitments with a permanent repayment and termination of later 189 maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class one or more Tranches existing at the time of such request (each, an “Existing Revolving ClassTranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”) ), in each case, be converted or exchanged to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such Revolving Commitments any Existing Tranche (any such Existing Revolving Commitments Tranche which have has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving CommitmentsTranche, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassTranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be identical in all material respects substantially similar to the Revolving Commitments of those applicable to the Existing Revolving Class Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (ix) all or any of the scheduled final maturity date shall or termination dates of such Extended Revolving Tranches may be extended delayed to a later date dates than the scheduled final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolving Class; providedTranche, however, that at no time shall there be Classes of Revolving Commitments hereunder and (including Extended Revolving Commitmentsy) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolving Class Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the items increased margins contemplated by the preceding clause (A); provided, in each casethat, notwithstanding anything to the extent provided contrary in the applicable Extension Amendmentthis Section 2.26 or otherwise, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class assignments and the participations of Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder Tranches shall be made on a pro rata basis (except for (I) payments of interest governed by the same or, at the Borrower’s discretion, more restrictive assignment and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending participation provisions applicable to Revolving Commitments, (III) repayments made set forth in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving CommitmentsSection 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class Loans converted into an Extended Revolving Commitments Tranche pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and Tranche shall constitute a separate Class Tranche of Revolving Commitments Loans from the Specified Existing Tranches and from any other Existing Revolving Class from which they were extended; provided that Tranches (and any other Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolving Extension Series with respect to on such Existing Revolving Classdate).
Appears in 1 contract
Extension of Revolving Commitments. Upon the written request of the Borrower, received by the Administrative Agent not less than sixty days prior to the then current Termination Date and subject to the consent of each Lender willing to grant such request, the Termination Date shall be extended to the date which is three years from the date which is thirty days from the date of such request. The Administrative Agent shall transmit such request to each Lender within one Business Day. The Lenders shall respond through the Administrative Agent to any such request of the Borrower within thirty days of the Borrower's request. Any Lender not responding within thirty days shall be deemed to have declined the request. At the option of the Borrower, any declining Lender's Revolving Commitment may be assumed, in whole or in part, by one or more existing Lenders or other lenders acceptable to the Borrower and the Administrative Agent, upon compliance with SECTION 9.9; PROVIDED, HOWEVER, Assignee shall pay the $3,500 processing fee required by SECTION 9.1(b). If any such Revolving Commitment is not so replaced within thirty (30) days of the Lender's response, then, at any time the Borrower's option, either (i) the Borrower shall give prompt written notice to each Lender of its decision to withdraw such request and from time to time request that all the Aggregate Revolving Commitments shall terminate on the then current Termination Date or a portion (ii) the Borrower shall give prompt notice of termination of the Revolving Commitments of any Class Commitment to each and every Lender that has not consented to the extension (eachto the extent it has not been assumed), an “Existing Revolving Class”) be converted or exchanged with a copy to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount Administrative Agent, and shall prepay the Loans of such Lenders on three Business Days' prior notice to such Lenders and the Administrative Agent, which shall reduce the Aggregate Revolving Commitments accordingly (any to the extent not assumed), (i) reallocate such Lender's Commitment Percentage of the L/C Outstandings in accordance with SECTION 2.4(d) as if a new Letter of Credit were issued in such amount for the account of the Borrower, and (ii) if such reallocation results in the aggregate Exposure Amount exceeding the Aggregate Revolving Commitments, secure such excess amount by cash or cash equivalents delivered to and pledged to the Administrative Agent in a manner satisfactory to the Administrative Agent concurrently with the effectiveness of such termination, and the Termination Date shall be extended in accordance with this SECTION 2.5 for the remaining Aggregate Revolving Commitments which have been so extendedand SCHEDULE 1.1 shall be amended accordingly; PROVIDED, “Extended Revolving Commitments”) and HOWEVER, that notwithstanding anything in this SECTION 2.5 to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect the contrary, in the event that less than the Majority Lenders consent to any Extended Revolving Commitmentsextension hereunder, the Borrower shall provide written notice be deemed to have withdrawn its request and the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Aggregate Revolving Commitments to be established, which terms shall be identical in all material respects to terminate on the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Classthen current Termination Date.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than four two (42) different Maturity Dates (unless otherwise consented to by the Administrative AgentAgent in its reasonable discretion), ; (ii)(Aii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments and (III) repayments made Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series Class (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Revolving Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.162.23. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided further that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is in effect immediately prior delivered to the establishment of Lenders, (B) such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any given Revolver Extension Series at the time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Revolver Tranche and (C) all documentation in respect of such Extension RequestAmendment shall be consistent with the foregoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the Maturity Date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such foregoing. Any NAI-1537241654v2 Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Credit Commitments of any Existing Revolving Class converted into Extended Revolving Commitments amended pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCredit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. 92. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class one or more Tranches existing at the time of such request (each, an “Existing Revolving ClassTranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”) ), in each case, be converted or exchanged to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Commitments Tranche which have has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving CommitmentsTranche, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassTranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be identical in all material respects substantially similar to the Revolving Commitments of those applicable to the Existing Revolving Class Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (ix) all or any of the scheduled final maturity date shall or termination dates of such Extended Revolving Tranches may be extended delayed to a later date dates than the scheduled final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolving Class; providedTranche, however, that at no time shall there be Classes of Revolving Commitments hereunder and (including Extended Revolving Commitmentsy) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolving Class Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the items increased margins contemplated by the preceding clause (A); provided, in each casethat, notwithstanding anything to the extent provided contrary in the applicable Extension Amendmentthis Section 2.26 or otherwise, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class assignments and the participations of Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder Tranches shall be made on a pro rata basis (except for (I) payments of interest governed by the same or, at the Borrower’s discretion, more restrictive assignment and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the nonparticipation provisions applicable to 122 US-extending DOCS\123668313.8 Revolving Commitments, (III) repayments made set forth in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving CommitmentsSection 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class Loans converted into an Extended Revolving Commitments Tranche pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and Tranche shall constitute a separate Class Tranche of Revolving Commitments Loans from the Specified Existing Tranches and from any other Existing Revolving Class from which they were extended; provided that Tranches (and any other Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolving Extension Series with respect to on such Existing Revolving Classdate).
Appears in 1 contract
Samples: Collateral Agreement (Revlon Consumer Products Corp)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Revolving Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.162.23. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and 107 terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided further that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is in effect immediately prior delivered to the establishment of Lenders, (B) such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any given Revolver Extension Series at the time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Revolver Tranche and (C) all documentation in respect of such Extension RequestAmendment shall be consistent with the foregoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
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Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than four (4) three different Maturity Dates (unless otherwise consented to by the Administrative AgentAgent in its reasonable discretion), ; (ii)(Aii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.except
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Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.18. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (ii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under (1) the applicable Revolving Commitments (i.e., the Existing Revolving Class borrowing and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (IIB) repayments required upon the Maturity Date of the non-extending Revolving CommitmentsFacility (and related outstandings), (III) repayments made in connection with any refinancing of the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (IVC) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their 100 percentage of the Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (iv4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Amendment may provide for other covenants and terms that apply Request is delivered to Lenders, (B) in no event shall the final maturity date of any period after Extended Revolving Commitments of a given Revolver Extension Series at the Latest time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (D) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).
Appears in 1 contract
Samples: Credit Agreement (Coherent Inc)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and Commitments”)and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)
Extension of Revolving Commitments. The Borrower may may, on behalf of the Borrowers, at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.28. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Revolv- ing Credit Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical in all material respects as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Credit Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the final maturity date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCredit Commitments incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $10,000,000.
Appears in 1 contract
Samples: Collateral Trust Agreement (Delta Air Lines Inc /De/)
Extension of Revolving Commitments. The Borrower may at any time and from time (a) Notwithstanding anything to time request that all the contrary in this Agreement, pursuant to one or a portion of the Revolving Commitments of any Class more offers (each, an “Existing Revolving ClassExtension Offer”) be converted or exchanged made from time to time by the Borrowers to all Lenders with Revolving Commitments with a like maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the scheduled Maturity Date(s) maturity date of any payment each such Lender’s Revolving Commitments and otherwise modify the terms of principal with such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Classrelated outstandings)) (each, an “Extension,” and each group of Revolving Commitments, in each case as so extended, as well as the original Revolving Commitments not so extended, being a “Revolving Extension RequestClass”) setting forth the proposed terms of the ; any Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the constitute a separate Class of Revolving Commitments from the Class of the Existing Revolving Class Commitments from which they were converted), so long as the following terms are to be extended except that satisfied: (i) no Default shall have occurred and be continuing at the scheduled time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees, prepayment terms, final maturity date shall be extended to a later date than maturity, and after the scheduled final maturity date of the Revolving Commitments Commitment, any other covenants and provisions (which shall be determined by the Borrowers and the relevant Lenders and set forth in the relevant Extension Offer), the Revolving Commitment of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder any Lender (including an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by Commitment” and the Administrative AgentLoans thereunder “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Commitment (ii)(Aor related outstandings, as the case may be) with the interest rates same terms (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment or terms and premiums with respect not less favorable to the Extended existing Revolving Commitments may be different than those for Lenders) as the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable original Revolving Commitments (i.e., and related outstandings); provided that (1) the Existing Revolving Class borrowing and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (IIB) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVC) repayments repayment made in connection with a permanent repayment and termination of Commitmentscommitments (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments of such Class, (2) subject to the provisions of Section 2.3(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.3(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Commitments and extend Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Revolving Commitment Termination Dates, (iii) with respect to any Extended Revolving Commitments, such Extended Revolving Commitments will not have a maturity date or require mandatory commitment reductions that are prior to the maturity date of Revolving Loans (or unused Revolving Commitments) not being extended, (iv) the Extension Amendment may provide for Extended Revolving Commitments shall not be (A) secured by any Lien on any asset other covenants than the Collateral and terms that apply to (B) guaranteed by any period after Person other than the Latest Maturity Date Guarantors, (v) if the aggregate principal amount of Revolving Commitments in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender which Lenders shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving accepted the relevant Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request Offer shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class exceed the maximum aggregate principal amount of Revolving Commitments from offered to be extended by the Existing Borrowers pursuant to such Extension Offer, then the Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, Loans of such Lenders shall be extended ratably up to such maximum amount based on the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series respective principal amounts (but not to exceed actual holdings of record) with respect to which such Existing Revolving ClassLenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers.
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Extension of Revolving Commitments. (b) . The Lead Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Lead Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Samples: Credit Agreement (Chobani Inc.)
Extension of Revolving Commitments. The Borrower Agent may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.27; provided that there shall be no more than three (3) Classes of Loans and Commitments outstanding at any time. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower Agent shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the Agent) of the Extended Revolving Commitments to be established, which terms shall (x) be identical in all material respects as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date Maturity Date of the Extended Revolving Commitments shall be extended to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving Class; providedRevolver Tranche, however, (ii) the Extension Amendment may provide for other covenants and terms that at no time shall there be Classes apply solely to any period after the Latest Maturity Date that is in effect on the effective date of Revolving Commitments hereunder the Extension Amendment (including immediately prior to the establishment of such Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts ; and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date termination date of the non-extending Revolving Commitments); provided further, that (A) the conditions precedent to a Borrowing set forth in Section 4.02 shall be satisfied as of the date of such Extension Amendment and at the time when any Loans are made in respect of any Extended Revolving Commitment, (IIIB) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder, (C) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreement and (D) all documentation in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender Extension Amendment shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestbe consistent with the foregoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Extension Request shall be designated a series (each, a an “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolver Tranche. Each Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.27 shall be in an aggregate principal amount equal to not less than $50,000,000.
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Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class one or more Tranches existing at the time of such request (each, an “Existing Revolving ClassTranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”) ), in each case, be converted or exchanged to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Commitments Tranche which have has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving CommitmentsTranche, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassTranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be identical in all material respects substantially similar to the Revolving Commitments of those applicable to the Existing Revolving Class Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (ix) all or any of the scheduled final maturity date shall or termination dates of such Extended Revolving Tranches may be extended delayed to a later date dates than the scheduled final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolving Class; providedTranche, however, that at no time shall there be Classes of Revolving Commitments hereunder and (including Extended Revolving Commitmentsy) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolving Class Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the items increased margins contemplated by the preceding clause (A); provided, in each casethat, notwithstanding anything to the extent provided contrary in the applicable Extension Amendmentthis Section 2.26 or otherwise, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class assignments and the participations of Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder 123 |US-DOCS\115543490.9|| Tranches shall be made on a pro rata basis (except for (I) payments of interest governed by the same or, at the Borrower’s discretion, more restrictive assignment and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending participation provisions applicable to Revolving Commitments, (III) repayments made set forth in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving CommitmentsSection 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class Loans converted into an Extended Revolving Commitments Tranche pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and Tranche shall constitute a separate Class Tranche of Revolving Commitments Loans from the Specified Existing Tranches and from any other Existing Revolving Class from which they were extended; provided that Tranches (and any other Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolving Extension Series with respect to on such Existing Revolving Classdate).
Appears in 1 contract
Samples: Credit Agreement (Revlon Inc /De/)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (ia) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), (ii)(Ab) (i) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment, (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (I) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (IIA) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (IIIB) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivd) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Commitments that is Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
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Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition 119 to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.18. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower Company shall provide written a notice to the Revolving Facility Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Company), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivii) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.137
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Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (IA) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (II1) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (III2) repayments made in connection with any refinancing of Extended Revolving Commitments and or (IVB) repayments made in connection as compared to any other Revolving Commitments with a permanent repayment and termination of later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
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Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be NAI-1537228099v3 established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the Maturity Date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCredit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).
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Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.18. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower Company shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Company), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (ii) the Extension Amendment may provide for other covenants (as determined by the Company and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under (1) the applicable Revolving Commitments (i.e., the Existing Revolving Class borrowing and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and #95484613v795537764v17 fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (IIB) repayments required upon the Maturity Date of the non-extending Revolving CommitmentsFacility (and related outstandings), (III) repayments made in connection with any refinancing of the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (IVC) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (iv4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Amendment may provide for other covenants and terms that apply Request is delivered to Lenders, (B) in no event shall the final maturity date of any period after Extended Revolving Commitments of a given Revolver Extension Series at the Latest time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (D) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.18 shall be in an aggregate principal 128 #95484613v795537764v17 amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).
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Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.115
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal maturity date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.29. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical in all material respects as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date of the Extended Revolving Credit Commitments shall be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Facilities and Extended Revolving Credit Commitments) which have more than four five (45) different Maturity Dates maturity dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the 72 applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the final maturity date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCredit Commitments incurred under this Section 2.29 shall be in an aggregate principal amount that is not less than $10,000,000.
Appears in 1 contract
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the 121 DOC ID - 36220401.1 Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending nonextending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the Maturity Date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCredit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstanding Extended Revolving Loans), outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (IIIB) repayments made in connection with no event shall the Maturity Date of any refinancing Extended Revolving Credit Commitments of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Credit Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCredit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Revolver Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (ivii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.solely to
Appears in 1 contract
Extension of Revolving Commitments. The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.24. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the relevant Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsii) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(AA) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments); provided, that (IIIA) repayments made in connection with no event shall the final maturity date of any refinancing of Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (IVB) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Galleria Co.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) at the election of the Borrower, the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to Extended Term Loans that, if not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension Request, either, (A) are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Term Loan Class subject to the Term Loan Extension Request, except in each case, with respect to (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving CommitmentsCommitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility or (B) reflect market terms and conditions (taken as a whole) at the time of such Revolving Extension Request (as determined by the Borrower in good faith). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than four two (42) different Maturity Dates (unless otherwise consented to by the Administrative AgentAgent in its reasonable discretion), ; (ii)(Aii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments and (III) repayments made Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final Maturity Date of any Extended Revolving Commitments and (IV) repayments made in connection with of a permanent repayment and termination given Revolver Extension Series at the time of Commitments), and (iv) establishment thereof be earlier than the Extension Amendment may provide for other covenants and terms that apply to any period after the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series Class (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving ClassCommitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the 125 US-DOCS\122695800.10 items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Extension of Revolving Commitments. The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Credit Commitments” and the Revolving Loans thereunder, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.162.26. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Credit Commitments, the Borrower Representative shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all material respects relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments of under the Existing Revolving Class Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended amended, except that that: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Credit Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder (including Extended Revolving Commitments) which have more than four five (45) different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to on the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.effective date of
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) Series and repayments thereunder shall (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (except for or greater than a pro rata basis (IA) payments of interest and fees at different rates on Extended Revolving Commitments with respect to (and related outstanding Extended Revolving Loans), (II1) repayments required upon the Maturity Date of the non-extending Revolving Commitments, Commitments or the Extended Revolving Commitments and (III2) repayments made in connection with any refinancing of Extended Revolving Commitments and or (IVB) repayments made in connection as compared to any other Revolving Commitments with a permanent repayment and termination of later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment or (y) a Previously 153 Absent Financial Maintenance Covenant (so long as, to the establishment extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.
Appears in 1 contract
Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any a given Class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal maturity date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section Section 2.16. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments of the Existing Revolving Class from which they are to be extended except that (and related outstandings): (i) the scheduled final maturity date shall of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower 88 Blue Bird Body Company Credit Agreement and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date maturity date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (ivB) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Amendment may provide for other covenants and terms that apply to any period after Series at the time of establishment thereof be earlier than the then-applicable Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving ClassCommitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this under Section 2.24(b)).
Appears in 1 contract
Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments Commitments, and the related outstanding Revolving Loans in respect thereof, of any Class one or more Tranches existing at the time of such request (each, an “Existing Tranche”, and the Revolving ClassCommitments and Revolving Loans of such Existing Tranche, the “Existing Loans”) ), in each case, be converted or exchanged to extend the scheduled Maturity Date(smaturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments any Existing Tranche (any such Revolving Commitments Existing Tranche which have has been so extended, an “Extended Tranche”; the Revolving Commitments of such Extended Tranches, “Extended Commitments”; and any Revolving Loans under any such Extended Commitments, “Extended Loans”) and to provide for other terms consistent with this Section 2.162.25; provided that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate Revolving Commitments) and on the same terms to each such Lender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving CommitmentsTranche, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassTranche) (each, a an “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be identical in all material respects substantially similar to those applicable to the Revolving Commitments of the Existing Revolving Class Tranche from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such “Specified Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative AgentTranche”), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums except with respect to the Extended Revolving Commitments may be different than those for following as determined by the Borrower and set forth in the Extension Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any Termination Date of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension AmendmentExisting Tranche, (iii) all borrowings under the applicable Revolving Commitments final maturity date, (i.e., iv) (1) the Existing Revolving Class Borrowing and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments Tranches (and related outstanding Extended Revolving LoansLoans in respect thereof), (IIB) repayments required upon the Maturity Revolving Termination Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments Extended Tranches and (IVC) repayments made in connection with a permanent repayment and termination of Commitments), ) of Revolving Loans with respect to Extended Tranches after the associated Extension Date shall be made on a pro rata basis with all other Revolving Commitments existing at the time of the relevant Borrowing and repayment and (iv2) subject to the Extension Amendment may provide for other covenants and terms that apply provisions of Section 3.11 to any period the extent dealing with Letters of Credit, which mature or expire after a Revolving Termination Date when there exist Extended Tranches with a later maturity date, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its pro rata share of the Latest Maturity Date in respect of Revolving Commitments that is as in effect immediately prior from time to time; provided that, notwithstanding anything to the establishment contrary in this Section 2.25 or otherwise, assignments and participations of such Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Revolving Commitments, as applicable, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class Loans converted into an Extended Revolving Commitments Tranche pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and Tranche shall constitute a separate Class Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date); provided that at no time shall there be more than two Tranches of Revolving Commitments from hereunder unless otherwise agreed by the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided Administrative Agent in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Classits sole discretion.
Appears in 1 contract
Samples: Credit Agreement (FTC Solar, Inc.)
Extension of Revolving Commitments. (i) The Borrower may at any time and from time to time within six months prior to the applicable Maturity Date request that all or a portion of the Revolving Commitments of any Class a given class (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.162.22. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) (except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall, subject to this Section 2.22(b)(i), be determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as the original Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (and related outstandings) including: (i) the scheduled final maturity date shall Maturity Date of the Extended Revolving Commitments may be extended delayed to a later date than the scheduled final maturity date Maturity Date of the Revolving Commitments of such Existing Revolving ClassRevolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) two different Maturity Dates Dates; (unless otherwise consented to by the Administrative Agent), (ii)(Aii) the All-In Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class Revolver Tranche and the Extended Revolving Commitments of the applicable Revolving Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IVIII) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to the Lenders, (ivB) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Amendment may provide for other covenants and terms that apply to any period after Series at the time of establishment thereof be earlier than the Latest Maturity Date of any other Revolving Commitments hereunder, and (C) all documentation in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request Amendment shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from consistent with the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Classforegoing.
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Extension of Revolving Commitments. The Borrower may at any time and from time to time request that all or a portion Company may, on not more than two occasions during the term of the Revolving Commitments of any Class (eachthis Agreement, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Borrower shall provide by written notice to the Administrative Agent (who which shall provide promptly deliver a copy of such notice to each of the Revolving Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Revolving Lenders under extend the Revolving Maturity Date and the Revolving Commitments for an additional period of one year. Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Revolving Lenders constituting a Majority in Interest of the Revolving Lenders shall have agreed to an extension request, then the Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Maturity Date extension shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect as to such Revolving Lender prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Revolving ClassMaturity Date. The Company shall have the right, pursuant to and in accordance with such request offered equally Section 2.17(b), at any time prior to all such Lenders of such any Existing Revolving Class) (eachMaturity Date, to replace a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except Declining Lender with a Lender or other financial institution that (i) the scheduled final maturity date shall be extended will agree to a later date than request for the scheduled final maturity date extension of the Revolving Commitments Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such Existing Revolving Class; provided, however, that at no time shall there paragraphs to a Borrowing being deemed to be Classes of Revolving Commitments hereunder (including Extended Revolving Commitmentsreferences to such extension) which have more than four (4) different Maturity Dates (unless otherwise consented to by and the Administrative Agent)Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable the Administrative Agent shall have received an opinion of counsel for the Company as to the Lenders providing such Extended Revolving Commitments in addition to any power and authority of the items contemplated by the preceding clause (A), in each case, Company to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class borrow and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments)perform its obligations hereunder after giving effect to such extension, and (ivC) the Extension Amendment may provide for other covenants all fees and terms that apply to any period after the Latest Maturity Date expenses owing in respect of Revolving Commitments that is in effect immediately prior such extension to the establishment of such Extended Revolving Commitments. No Lender Administrative Agent and the Lenders shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Classbeen paid.
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Samples: Credit Agreement (Kla Tencor Corp)
Extension of Revolving Commitments. The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of any Class Facility (each, an “Existing Revolving ClassRevolver Tranche”) be converted or exchanged amended to extend the scheduled Revolver Maturity Date(s) of any payment of principal Date with respect to all or a portion of any principal amount of such the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so extendedamended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior In order to entering into any Extension Amendment with respect to establish any Extended Revolving Commitments, the Borrower shall provide written a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving ClassRevolver Tranche) (each, a “Revolving Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments of Lenders, as those applicable to the Existing Revolving Class from which they are Revolver Tranche subject to be extended except that such Revolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), including: (i) the scheduled final maturity date shall be extended Effective Yield, pricing, optional prepayment or redemption terms, with respect to a later date than extensions of credit under the scheduled final maturity date of the Extended Revolving Commitments (whether in the form of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments discount or otherwise) may be different than those the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A)Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment, ; (ii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under (1) the applicable Revolving Commitments (i.e., the Existing Revolving Class borrowing -40- and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis repayment (except for (IA) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loansoutstandings), (IIB) repayments required upon the Revolver Maturity Date of (and related outstandings) or the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Extended Revolving Commitments of a given Revolver Extension Series (and related outstandings), in each case having an earlier Maturity Date and (IVC) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility or the Extended Revolving Commitments of a given Revolver Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Revolver Extension Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments in accordance with their percentage of the Commitments under the applicable classes (and except as provided in Section 2.11, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (iv4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Amendment may provide for other covenants and terms that apply Request is delivered to Lenders, (B) in no event shall the final maturity date of any period after Extended Revolving Commitments of a given Revolver Extension Series at the Latest time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments of each Revolver Extension Series) which have more than five different Maturity Dates and (D) all documentation in respect of Revolving Commitments that is in effect immediately prior to such Extension Amendment shall be consistent with the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Requestforegoing. Any Extended Revolving Commitments extended amended pursuant to any Revolving Revolver Extension Request shall be designated a series (each, a “Revolving Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extendedAgreement; provided provided, that any Extended Revolving Commitments amended from an Existing Revolving Class Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Class.Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.16(b)). -41-
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