Common use of Extension of Term Loans and Revolving Credit Commitments Clause in Contracts

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent to all Lenders of a Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date or Tranche of Revolving Credit Commitments with a like Maturity Date, as the case may be) and on the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 4 contracts

Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)

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Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments, and the related outstanding Revolving Credit Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.18; provided that (i) no Event of Default pursuant to Section 8.01(a), (f) or (g) shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension, (ii) any such request shall be made from time to time by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on the same terms to each such LenderLender and (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, Parent is hereby permitted the Borrower shall provide a notice to consummate the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from time which they are to time be extended (the “Specified Existing Tranche”), except with respect to the following as determined by the initial Borrower and set forth in the Extension of Credit on Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each the applicable Existing Tranche, (iii) in the case of an Extended Revolving Tranche, the final maturity date, (iv) in the case of an Extended Term Tranche, amortization, final maturity date, premium, required prepayment dates and participation in prepayments; provided that, (A) the Weighted Average Life to Maturity of such Lender’s Extended Tranche shall be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche and (B) the final maturity date of such Extended Term Tranche shall be no earlier than the Maturity Date of the applicable Existing Tranche, (v) any Extended Term Loans and/or may participate on a pro rata basis or on a less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.05 (other than pursuant to Sections 2.05(b)(iii)(A)(x), Section 2.05(b)(iv) or Section 2.05(b)(v)) and (vi) in the case of an Extended Revolving Tranche, (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Tranches (and related outstanding Revolving Credit Loans in respect thereof), (B) repayments required upon the Maturity Date of the Extended Revolving Tranches, (C) repayments made in connection with any Refinancing Amendment establishing Specified Refinancing Revolving Credit Commitments and otherwise modify the terms (D) repayments made in connection with a permanent repayment and termination of such Tranche of Term Loans and/or Tranche Commitments) of Revolving Credit Loans with respect to Extended Revolving Tranches after the associated Extension Date shall be made on a pro rata basis with all other Revolving Credit Commitments pursuant to existing at the terms time of the relevant Extension Offer Borrowing and repayment, (including2) subject to the provisions of Section 2.03(l) and Section 2.04(d) to the extent dealing with Letters of Credit and Swing Line Loans, without limitationrespectively, which mature (or, with respect to Letters of Credit, expire) after a Maturity Date when there exist Extended Revolving Tranches with a later Maturity Date, all Letters of Credit or Swing Line Loans, as applicable, shall be participated on a pro rata basis by increasing each Lender with a Revolving Credit Commitment in accordance with its Pro Rata Share of the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (as in effect from time to time; provided that, notwithstanding anything to the contrary in this Section 2.18 or otherwise, assignments and related outstandings) and/or modifying participations of Extended Tranches shall be governed by the amortization schedule in respect of such Lendersame or, at the Borrower’s Term Loans)) (eachdiscretion, an “Extension”, any Extended more restrictive assignment and participation provisions applicable to Initial Term Loans or Initial Revolving Credit Commitments, as applicable, set forth in Section 10.07. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments Tranches so established on such date); provided at no time shall constitute a separate Tranche there be more than three Tranches of Revolving Credit Commitments from hereunder unless otherwise agreed by the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:Administrative Agent in its sole discretion.

Appears in 2 contracts

Samples: Credit Agreement (Visteon Corp), Credit Agreement (Visteon Corp)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension, (ii) any such request shall be made from time to time by Parent Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial Lenders of the applicable Existing Tranche) (an “Extension of Credit on or after Request”) setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (includingthe “Specified Existing Tranche”), without limitationexcept (x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, by increasing (y) (A) the interest rate margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in respect addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans and/or or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule Commitments, as applicable, set forth in respect Section 10.07. No Lender shall have any obligation to agree to have any of such Lender’s Term Loans)) (each, its Existing Loans converted into an “Extension”, Extended Tranche pursuant to any Extension Request. Any Extended Term Loans Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Tranches so established on such date). 101 Syniverse Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:Agreement

Appears in 2 contracts

Samples: Credit Agreement, Assignment and Assumption (Syniverse Holdings Inc)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything Each Extending Revolving Lender that executes and delivers a Revolving Lender Addendum (i) agrees to extend its Existing Revolving Credit Commitments and Existing Revolving Credit Loans as Series 2022 Revolving Credit Commitments and Series 2022 Revolving Credit Loans in a commitment amount or principal amount equal to the contrary outstanding commitment amount or principal amount of such Extending Revolving Lender’s Existing Revolving Credit Commitments and Existing Revolving Credit Loans (such amount, or such lesser amount as communicated by the Lead Arranger to such lender, the “Revolving Extension Amount”) and agrees that its Existing Revolving Credit Commitment and Existing Revolving Credit Loans shall be converted to a Series 2022 Revolving Credit Commitment and Series 2022 Revolving Loans in this the applicable Revolving Extension Amount, (ii) agrees to its Letter of Credit Commitment in the amount set forth in the Amended Credit Agreement, subject (iii) agrees to the terms of this Section 2.18Amendment, pursuant and (iv) agrees, effective upon the Effective Date, to one or more offers all provisions of the Amended Credit Agreement, and to be a party to the Amendment Credit Agreement, as a Lender (eachand, for purposes of the Amended Credit Agreement, as a Series 2022 Revolving Credit Lender and a Letter of Credit Issuer). (b) Each New Revolving Lender that executes and delivers a Revolving Lender Addendum (i) makes its Series 2022 Revolving Credit Commitment and agrees to extend Series 2022 Revolving Credit Loans, in accordance with the Amended Credit Agreement, (ii) agrees to the terms of this Amendment, (iii) agrees, effective upon the Effective Date, to all provisions of the Amended Credit Agreement, and to be a party to the Amended Credit Agreement, as a Lender (and, for purposes of the Amended Credit Agreement, as a Series 2022 Revolving Credit Lender), (iv) agrees to its Letter of Credit Commitment in the amount set forth in the Amended Credit Agreement, and (v) accepts, within its Series 2022 Revolving EAST\142256231.3 7 Credit Commitment and Series 2022 Revolving Credit Loans, an “Extension Offer”assignment of Existing Revolving Credit Commitment and Existing Revolving Credit Loans from Non-Extending Revolving Lenders to the extent determined by the Borrower and the Lead Arranger, which assignment shall be deemed to be effective and completed on the Effective Date. (c) made from time Each Extending Term Lender that executes and delivers an Extending Term Lender Addendum (i) agrees to time by Parent to all Lenders of a Tranche of extend its Existing Term Loans with as a like Maturity Date or Tranche of Revolving Credit Commitments with Series 2024 Term Loan Commitment and Series 2024 Extended Term Loans in a like Maturity Date, in each case on a pro rata basis (based on principal amount equal to the aggregate outstanding principal amount of the respective Tranche of such Extending Term Lender’s Existing Term Loans (such amount, or such lesser amount as communicated by the Lead Arranger to such lender, the “Term Extension Amount”) and agrees that its Existing Term Loans shall be converted to a Series 2024 Term Loan Commitment and Series 2024 Extended Term Loans in the applicable Term Extension Amount, (ii) agrees to the terms of this Amendment, and (iii) agrees, effective upon the Effective Date, to all provisions of the Amended Credit Agreement, and to be a party to the Amendment Credit Agreement, as a Lender (and, for purposes of the Amended Credit Agreement, as a Series 2024 Term Lender). (d) Each New Term Lender that executes and delivers a New Term Lender Addendum (i) makes its Series 2024 Term Loan Commitment and agrees to extend Series 2024 Term Loans, in accordance with the Amended Credit Agreement, (ii) agrees to the terms of this Amendment, (iii) agrees, effective upon the Effective Date, to all provisions of the Amended Credit Agreement, and to be a like Maturity Date or Tranche party to the Amendment Credit Agreement, as a Lender (and, for purposes of the Amended Credit Agreement, as a Series 2024 Term Loan Lender), and (iv) accepts, within its Series 2024 Term Loan Commitment and Series 2024 Term Loans, an assignment of Existing Term Loans from Non-Extending Term Lenders to the extent determined by the Borrower and the Lead Arranger, which assignment shall be deemed to be effective and completed on the Effective Date. (e) Each New Revolving Lender will provide its Series 2022 Revolving Credit Commitments with a like Maturity and Series 2022 Revolving Credit Loans (as applicable and in each case under and as defined in the Amended Credit Agreement) on the Effective Date by making available to the Administrative Agent, in the manner contemplated by the Amended Credit Agreement or as otherwise arranged by the Lead Arranger, the Administrative Agent, and such New Revolving Lenders. The Series 2022 Revolving Credit Commitment of any New Revolving Lender will be such amount (not exceeding any commitment offered by such New Revolving Lender) allocated to it by the Lead Arranger and notified to it on or prior to the Effective Date. The commitments of the New Revolving Lenders and the continuation undertakings of the Extending Revolving Lender are several and no such Lender will be responsible for any other such Lender’s failure to provide, or EAST\142256231.3 8 continue its Existing Revolving Loans as, as applicable, its Series 2022 Revolving Credit Commitments or Series 2022 Revolving Loans, as the case may be. (f) Each New Term Lender will provide its Series 2024 Term Loan Commitment and Series 2024 Term Loans on the same terms Effective Date by making available to each the Administrative Agent, in the manner contemplated by the Amended Credit Agreement or as otherwise arranged by the Lead Arranger, the Administrative Agent and such New Term Lenders, an amount equal to its Series 2024 Term Loan Commitment. The Series 2024 Term Loan Commitment of any New Term Lender will be such amount (not exceeding any commitment offered by such New Term Lender, Parent is hereby permitted ) allocated to consummate from time it by the Lead Arranger and notified to time following the initial Extension of Credit it on or after prior to the Closing Date transactions with individual Effective Date. The commitments of the New Term Lenders that accept and the terms contained in continuation undertakings of the Extending Term Lenders are several and no such Extension Offers to extend the Maturity Date of each Lender will be responsible for any other such Lender’s failure to provide, or continue its Existing Term Loans and/or Revolving Credit or, as applicable, its Series 2024 Term Loan Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Series 2024 Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:case may be. SECTION 2.

Appears in 1 contract

Samples: Pledge Agreement

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrowers may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.22; provided that (i) any such request shall be made by the Parent Borrower to certain Lenders specified by the Parent Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) with respect to such requested Lenders and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Parent Borrower in its sole discretion. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.22 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrowers shall prepay the Revolving Credit Loans, Ancillary Outstandings or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans, Ancillary Outstandings or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non-ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.22.

Appears in 1 contract

Samples: Credit Agreement (Atotech LTD)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrowers may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrowers to certain Lenders specified by the Borrowers with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers in their sole discretion. In order to establish any Extended Tranche, the Borrowers shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrowers shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (MeridianLink, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches (including any Extended Term Loans) existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) xxxxx (ii) Revolving Credit Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “any Revolving Credit Loans made from pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.15; provided that (i) no Event of Default shall have occurred and be continuing at the time of such extension or would exist after giving effect to time such extension, (ii) any such request shall be made by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial Lenders of the applicable Existing Tranche) (an “Extension of Credit on or after Request”) setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (includingthe “Specified Existing Tranche”), without limitationexcept (x) all or any of the final maturity dates of such Extended Tranches shall be extended to later dates than the final maturity dates of the Specified Existing Tranche, by increasing (y) (A) the interest rate margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in respect addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans, Term B Loans, Term C Loans and/or or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule Commitments, as applicable, set forth in respect Section 10.07. No Lender shall have any obligation to agree to have any of such Lender’s Term Loans)) (eachits Existing Loans converted into an Extended Tranche pursuant to any Extension Request. No L/C Issuer shall have any obligation to agree to extend its obligations to issue, an “Extension”, any renew or amend Letters of Credit pursuant to Section 2.03. Any Extended Term Loans Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were convertedTranches so established on such date), so long as the following terms are satisfied:.

Appears in 1 contract

Samples: Credit Agreement (Tribune Media Co)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (ai)The Borrower may at any time and from time to time request that all or a portion of the (i) Notwithstanding anything to the contrary in this Agreement, subject to the terms Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing 157 Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (ZoomInfo Technologies Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrowers may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrowers to certain Lenders specified by the Borrowers with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers in their sole discretion. In order to establish any Extended Tranche, the Borrowers shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrowers’ discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Xxxxxx shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrowers shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (MeridianLink, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.24; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to each such Lenderestablish any Extended Tranche, Parent is hereby permitted the Borrower shall provide a written notice to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained Administrative Agent (in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (includingcapacity, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:the

Appears in 1 contract

Samples: Term Loan Credit and Guaranty Agreement (2U, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or Revolving Credit Commitments, and the related outstanding Revolving Credit Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments and Revolving Credit Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.17; provided that (i) any such request shall be made from time to time by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of the aggregate Revolving Credit Commitments with a like Maturity DateCommitments, as the case may beapplicable) and on the same terms to each such LenderLender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, Parent is hereby permitted the Borrower shall provide a notice to consummate the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from time which they are to time be extended (the “Specified Existing Tranche”), except with respect to the following as determined by the initial Borrower and set forth in the Extension of Credit on Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s the applicable Existing Tranche, (iii) in the case of an Extended Revolving Tranche, the final maturity date, (iv) in the case of an Extended Term Loans and/or Revolving Credit Commitments Tranche, amortization, final maturity date, premium, required prepayment dates and otherwise modify participation in prepayments; provided that, (A) the terms Weighted Average Life to Maturity of such Extended Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant shall be no shorter than the remaining Weighted Average Life to the terms Maturity of the relevant Extension Offer Specified Existing Tranche, (including, without limitation, by increasing B) the interest rate or fees payable in respect final maturity date of such Extended Term Tranche shall be no earlier than the Maturity Date of Term Loans and/or Revolving Credit Commitments the applicable Existing Tranche, (and related outstandingsC) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.05(b)(i), (ii) or (iii) (other than pursuant to Section 2.05(b)(iii)(x)) in the case of an Extended Revolving Tranche, (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Tranches (and related outstanding Revolving Credit Loans in respect thereof), (B) repayments required upon the Maturity Date of the Extended Revolving Tranches and (C) repayments made in connection with a permanent repayment and termination of Commitments) of Revolving Credit Loans with respect to Extended Revolving Tranches after the associated Extension Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing at the time of the relevant Borrowing and repayment and (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 Tranches with a later Maturity Date, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Credit Commitment in accordance with its Pro Rata Share of the Revolving Credit Commitments as in effect from time to time; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Initial Revolving Credit Commitments, as applicable, set forth in Section 10.07. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments Tranches so established on such date); provided that at no time shall constitute a separate Tranche there be more than two Tranches of Revolving Credit Commitments from hereunder unless otherwise agreed by the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:Administrative Agent in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (DHX Media Ltd.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension Offer”"Existing Term Tranche", and the Term Loans of such Tranche, the "Existing Term Loans") made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an "Existing Revolving Tranche" and together with the Existing Term Tranches, each an "Existing Tranche", and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the "Existing Loans"), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an "Extended Term Tranche" or "Extended Revolving Tranche", as applicable, and each an "Extended Tranche", and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the "Extended Term Loans" or "Extended Revolving Commitments", as applicable, and collectively, the "Extended Loans") and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the "Extended Loans Agent") (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial requested Lenders of the applicable Existing Tranche) (an "Extension of Credit on or after Request") setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer (includingExtended Tranche to be established, without limitation, by increasing which terms shall be substantially similar to those applicable to the interest rate or fees payable in respect of such Existing Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from are to be extended (the Tranche of Revolving Credit Commitments from which they were converted"Specified Existing Tranche"), so long as except that (w) all or any of the following terms are satisfied:final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

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Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or Revolving Credit Commitments, and the related outstanding Revolving Credit Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments and Revolving Credit Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.17; provided that (i) any such request shall be made from time to time by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of the aggregate Revolving Credit Commitments with a like Maturity DateCommitments, as the case may beapplicable) and on the same terms to each such LenderLender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, Parent is hereby permitted the Borrower shall provide a notice to consummate the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from time which they are to time be extended (the “Specified Existing Tranche”), except with respect to the following as determined by the initial Borrower and set forth in the Extension of Credit on Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s the applicable Existing Tranche, (iii) in the case of an Extended Revolving Tranche, the final maturity date, (iv) in the case of an Extended Term Loans and/or Revolving Credit Commitments Tranche, amortization, final maturity date, premium, required prepayment dates and otherwise modify participation in prepayments; provided that, (A) the terms Weighted Average Life to Maturity of such Extended Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant shall be no shorter than the remaining Weighted Average Life to the terms Maturity of the relevant Extension Offer Specified Existing Tranche, (including, without limitation, by increasing B) the interest rate or fees payable in respect final maturity date of such Extended Term Tranche shall be no earlier than the Maturity Date of Term Loans and/or Revolving Credit Commitments the applicable Existing Tranche, (and related outstandingsC) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.05(b)(i) or (ii) (other than pursuant to Section 2.05(b)(ii)(x)) in the case of an Extended Revolving Tranche, (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Tranches (and related outstanding Revolving Credit Loans in respect thereof), (B) repayments required upon the Maturity Date of the Extended Revolving Tranches and (C) repayments made in connection with a permanent repayment and termination of Commitments) of Revolving Credit Loans with respect to Extended Revolving Tranches after the associated Extension Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing at the time of the relevant Borrowing and repayment and (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 Tranches with a later Maturity Date, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Credit Commitment in accordance with its Pro Rata Share of the Revolving Credit Commitments as in effect from time to time; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Initial Revolving Credit Commitments, as applicable, set forth in Section 10.07. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments Tranches so established on such date); provided that at no time shall constitute a separate Tranche there be more than two (2) Tranches of Revolving Credit Commitments from hereunder unless otherwise agreed by the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:Administrative Agent in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Keyw Holding Corp)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.18, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by Parent the Borrower to all Lenders of a Tranche of Term Loans with a like Maturity Date of the same Series or Tranche of Revolving Credit Commitments with a like Maturity Dateof the same Series, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date of the applicable Series or Tranche of Revolving Credit Commitments with a like Maturity Dateof the applicable Series, as the case may be) and on the same terms to each such Lender, Parent the Borrower is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date maturity date of each such Lender’s Term Loans of such Series and/or Revolving Credit Commitments of such Series and otherwise modify the terms of such Tranche of Term Loans of such Series and/or Tranche of Revolving Credit Commitments of such Series pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans of such Series and/or Revolving Credit Commitments of such Series (and related outstandings) and/or modifying the amortization schedule scheduled principal installments in respect of such Lender’s Term Loans)Loans of such Series) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the Term Loans and the Revolving Credit Commitments made on the Closing Date (in each case not so extended), being a separate Series; any Extended Term Loans shall constitute a separate Tranche Series of Term Loans from the Tranche Series of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche Series of Revolving Credit Commitments from the Tranche Series of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 1 contract

Samples: Credit Agreement (Us Ecology, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to 2024 Specified Refinancing Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: First Lien Credit Agreement (ZoomInfo Technologies Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or on the aggregate Revolving Credit Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05(b) (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an initial principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No requested Xxxxxx shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with a like Maturity any other Extended Tranches so established on such date). On the Extension Date or applicable to any applicable Revolving Tranche of under the Revolving Credit Commitments with a like Maturity DateFacility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as the case may be) and on , applicable to the same terms non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non ratable Extension to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Loans shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity DateCommitments, as the case may beapplicable) and on (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial requested Lenders of the applicable Existing Tranche) (an “Extension of Credit on or after Request”) setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (includingthe “Specified Existing Tranche”), without limitationexcept that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, by increasing (x) (A) the interest rate margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.05 (or otherwise provide for more favorable mandatory prepayment treatment for the then outstanding Initial Term Loans than such Extended Term Tranche, other than mandatory prepayments resulting from a refinancing of any Facility, which may be applied exclusively to the Facility being refinanced and other than any excess cash flow prepayments in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Tranche structured as term “b” loans, as reasonably determined by the Borrower, which may be applied ratably across all Term Facilities), and (z) in the case of any Extended Term Tranche (other than any Extended Term Tranche in an aggregate principal amount not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on a then-applicable Inside Maturity Basket), so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07; and provided, further, for the avoidance of doubt that any Extended Term Tranche may be structured as term “b” loans and may include Permitted TLB Terms. No requested Lxxxxx shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request and the commitment of any L/C Issuer to issue or maintain Letters of Credit shall not be extended pursuant to an extension of any Existing Revolving Tranche pursuant to this Section 2.19 without its written consent. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date). On the Extension Date applicable to any applicable Revolving Tranche under the Revolving Credit Facility, the Borrower shall prepay the Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders) outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 3.06) to the extent necessary to keep the outstanding Revolving Credit Loans or L/C Advances (to the extent participated to Revolving Credit Lenders), as applicable, applicable to the non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of Term Loans a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from which they were converted, and any Extended non-ratable Extension to the Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.19.

Appears in 1 contract

Samples: Credit Agreement (Knife River Holding Co)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.19; provided that (i) no Default or Event of Default shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension, (ii) any such request shall be made from time to time by Parent Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of on the aggregate applicable Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial Lenders of the applicable Existing Tranche) (an “Extension of Credit on or after Request”) setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (includingthe “Specified Existing Tranche”), without limitationexcept (x) 123 Syniverse Credit Agreement all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, by increasing (y) (A) the interest rate margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in respect addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.19 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initialthe Current Term Loans and/or or Current Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule Commitments, as applicable, set forth in respect Section 10.07. No Lender shall have any obligation to agree to have any of such Lender’s Term Loans)) (each, its Existing Loans converted into an “Extension”, Extended Tranche pursuant to any Extension Request. Any Extended Term Loans Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were convertedTranches so established on such date), so long as the following terms are satisfied:.

Appears in 1 contract

Samples: Credit Agreement (Syniverse Holdings Inc)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.15; provided that (i) no Event of Default shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension, (ii) any such request shall be made from time to time by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments with a like Maturity Date, as the case may beCommitments) and on (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the same terms Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each such Lender, Parent is hereby permitted to consummate from time to time following of the initial Lenders of the applicable Existing Tranche) (an “Extension of Credit on or after Request”) setting forth the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of Term Loans and/or Tranche of Revolving Credit Commitments pursuant to the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (includingthe “Specified Existing Tranche”), without limitationexcept (x) all or any of the final maturity dates of such Extended Tranches shall be extended to later dates than the final maturity dates of the Specified Existing Tranche, by increasing (y) (A) the interest rate margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in respect addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans, Term B Loans and/or or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule Commitments, as applicable, set forth in respect Section 10.07. No Lender shall have any obligation to agree to have any of such Lender’s Term Loans)) (each, its Existing Loans converted into an “Extension”, Extended Tranche pursuant to any Extension Request. Any Extended Term Loans Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were convertedTranches so established on such date), so long as the following terms are satisfied:.

Appears in 1 contract

Samples: Credit Agreement (Chicagoland Television News, LLC)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) made from or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to time by Parent extend the scheduled maturity date(s) of any payment of principal with respect to all Lenders or a portion of a any principal amount of any Existing Tranche of (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.24; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of Term Loans with a like Maturity Date or Tranche of on the aggregate Revolving Credit Commitments Commitments) and, (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion, and (iii) the Issuing Lenders and the Swingline Lender shall have consented to such Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with a like Maturity Daterespect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), as (y) in the case may be) and on of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any prepayments of the same terms to each such Lender, Parent is hereby permitted to consummate from time to time following the initial Extension of Credit on or after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each such Lender’s then outstanding Initial Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Tranche of 2022 Term Loans and/or Tranche of Revolving Credit Commitments pursuant to Section 2.14 (or otherwise provide for more favorable mandatory prepayment treatment for the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Tranche of then outstanding Initial Term Loans and/or Revolving Credit Commitments or 2022 Term Loans than such Extended Term Tranche) and (and related outstandingsz) and/or modifying in the amortization schedule in respect case of such Lender’s Term Loans)) (each, an “Extension”, any Extended Term Tranche, so long as the weighted average life to maturity of such Extended Tranche would be no shorter than the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.24 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans, 2022 Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.6. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date). On the Extension Date applicable to any applicable Revolving Tranche under a Revolving Credit Facility, the Borrower shall prepay the Revolving Credit Loans outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 2.15) to the extent necessary to keep the outstanding Revolving Credit Loans applicable to the non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of Term Loans a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from which they were converted, and any Extended non-ratable Extension to the Revolving Credit Commitments shall constitute a separate Tranche of Revolving Credit Commitments from the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:under this Section 2.24.

Appears in 1 contract

Samples: Term Loan Credit and Guaranty Agreement (2U, Inc.)

Extension of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, subject to the terms (i) Term Loans of this Section 2.18, pursuant to one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or Revolving Credit Commitments, and the related outstanding Revolving Credit Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments and Revolving Credit Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.17; provided that (i) any such request shall be made from time to time by Parent the Borrower to all Lenders of a Tranche of with Term Loans or Revolving Credit Commitments, as applicable, with a like Maturity Date maturity date (whether under one or Tranche of Revolving Credit Commitments with a like Maturity Date, in each case more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the respective Tranche of applicable Term Loans with a like Maturity Date or Tranche of the aggregate Revolving Credit Commitments with a like Maturity DateCommitments, as the case may beapplicable) and on the same terms to each such LenderLender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, Parent is hereby permitted the Borrower shall provide a notice to consummate the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from time which they are to time be extended (the “Specified Existing Tranche”), except with respect to the following as determined by the initial Borrower and set forth in the Extension of Credit on Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Closing Date transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of each the applicable Existing Tranche, (iii) in the case of an Extended Revolving Tranche, the final maturity date, (iv) in the case of an Extended Term Tranche, amortization, final maturity date, premium, required prepayment dates and participation in prepayments; provided that, (A) the Weighted Average Life to Maturity of such Lender’s Extended Tranche shall be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, (B) the final maturity date of such Extended Term Tranche shall be no earlier than the Maturity Date of the applicable Existing Tranche, (C) any Extended Term Loans and/or may participate on a pro rata basis or on a less than pro rata basis (but not greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.05(b)(i) or (ii) and (v) in the case of an Extended Revolving Tranche, (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Tranches (and related outstanding Revolving Credit Loans in respect thereof), (B) repayments required upon the Maturity Date of the Extended Revolving Tranches, (C) repayments made in connection with any Refinancing Amendment establishing Specified Refinancing Revolving Credit Commitments and otherwise modify the terms (D) repayments made in connection with a permanent repayment and termination of such Tranche of Term Loans and/or Tranche Commitments) of Revolving Credit Loans with respect to Extended Revolving Tranches after the associated Extension Date shall be made on a pro rata basis with all other Revolving Credit Commitments pursuant to existing at the terms time of the relevant Extension Offer Borrowing and repayment and (including2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit, without limitationwhich mature or expire after a Maturity Date when there exist Extended Revolving Tranches with a later Maturity Date, all Letters of Credit shall be participated on a pro rata basis by increasing each Lender with a Revolving Credit Commitment in accordance with its Pro Rata Share of the interest rate or fees payable in respect of such Tranche of Term Loans and/or Revolving Credit Commitments (as in effect from time to time; provided that, notwithstanding anything to the contrary in this Section 2.17 or otherwise, assignments and related outstandings) and/or modifying participations of Extended Tranches shall be governed by the amortization schedule in respect of such Lendersame or, at the Borrower’s Term Loans)) (eachdiscretion, an “Extension”, any Extended more restrictive assignment and participation provisions applicable to Initial Term Loans or Initial Revolving Credit Commitments, as applicable, set forth in Section 10.07. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans from the Tranche of Term Loans Specified Existing Tranches and from which they were converted, and any other Existing Tranches (together with any other Extended Revolving Credit Commitments Tranches so established on such date); provided that at no time shall constitute a separate Tranche there be more than two (2) Tranches of Revolving Credit Commitments from hereunder unless otherwise agreed by the Tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:Administrative Agent in its sole discretion.

Appears in 1 contract

Samples: First Lien Credit Agreement (Keyw Holding Corp)

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