Common use of Extension Request Clause in Contracts

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by the Agent, acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with the amount of Commitments offered to be subject to extension.

Appears in 4 contracts

Samples: Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.)

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Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Extended Commitments, which Extended Commitments offered to shall be subject to extensionallocated as agreed by Agent and the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five ten (510) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.22. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans and shall notify the Administrative Agent in writing (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Loan Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Loan Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Loan Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 3 contracts

Samples: Credit Agreement (APX Group Holdings, Inc.), Senior Secured Credit Agreement (Libbey Inc), Senior Secured Credit Agreement (Polymer Group Inc)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five sixty (560) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Extended Commitments, which Extended Commitments offered to shall be subject to extensionallocated as agreed by the Agent and the Lead Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)

Extension Request. The Lead Borrower Representative shall provide the applicable Extension Request at least five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 2 contracts

Samples: Credit Agreement (GIC Private LTD), Credit Agreement (Blackstone Holdings III L.P.)

Extension Request. The Lead Parent Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, as applicable, are requested to respondrespond (or by such later date as the Administrative Agent may agree in its reasonable discretion), and shall agree to such other procedures, if any, as may be established by the by, or acceptable to, Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.26. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any existing Term Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans (each, an “Extending Term Lender”) shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (IMS Health Holdings, Inc.), Credit and Guaranty Agreement (IMS Health Holdings, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.19. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Loan Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche Loan Tranche, which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 2 contracts

Samples: Credit Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to be Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (BRP Inc.), Term Loan Credit Agreement (BRP Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.15. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (NGL Energy Partners LP), Term Loan Credit Agreement (NGL Energy Partners LP)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.172.13. No Lender shall have any obligation to agree to provide any Extended Commitment Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Commitments offered to Extended Loans, which Extended Loans shall be subject to extensionallocated as agreed by Administrative Agent and the Borrower.

Appears in 2 contracts

Samples: Term Credit Agreement (99 Cents Only Stores LLC), Credit Agreement (99 Cents Only Stores)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period of time as may be agreed by the AgentAdministrative Agent shall agree) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans, included in each such Extension Election.

Appears in 2 contracts

Samples: Incremental Joinder and Amendment Agreement (Ciena Corp), Credit Agreement (Ciena Corp)

Extension Request. The Lead Borrower shall provide the applicable an Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respondrespond (or such shorter period as agreed by the Administrative Agent), and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the AgentAdministrative Agent and the Borrower, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Subject to Section 3.06, no Lender shall have any obligation to agree to provide have any of its Loans of any Existing Term Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 2 contracts

Samples: Conforming Changes Amendment (Hyster-Yale Materials Handling, Inc.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the AgentAdministrative Agent (acting at the direction of the Required Lenders)) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.171.13. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant applicable Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 2 contracts

Samples: Credit Agreement (SelectQuote, Inc.), Credit Agreement (SelectQuote, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders Banks under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.172.10. No Lender Bank shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender Bank (each, an “Extending LenderBank”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders Banks shall have accepted the relevant Extension Request exceeds the amount of Extended Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Extended Commitments, which Extended Commitments offered to shall be subject to extensionallocated as agreed by Administrative Agent and the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Avon Products Inc), Revolving Credit Agreement (Avon Products Inc)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)

Extension Request. The Lead Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days (or such shorter period as the Agent may be agreed by the Agentdetermine in its sole discretion) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.20. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Term Loan Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Term Loan Extension Request amended into Extended Commitments Term Loans shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Term Loan Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Term Loan Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Cloudera, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Loan Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Loan Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Vivint Smart Home, Inc.)

Extension Request. The Lead Borrower Borrowers shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respondrespond (or such shorter period as agreed by the Administrative Agent), and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the AgentAdministrative Agent and Borrowers, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, as applicable, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Extending Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Term Loan Agreement (EveryWare Global, Inc.)

Extension Request. The Lead Borrower Company shall provide the applicable Extension Request at least five two (52) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Tranche amended into Extended Commitment pursuant to any Extension Request. Any Lender holding a Loan under an Existing Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Liberty Global PLC)

Extension Request. The Lead Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.18. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Term Loan Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Term Loan Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Term Loan Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Term Loan Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Term Loan Credit Agreement (SMART Technologies Inc.)

Extension Request. The Lead Borrower Company shall provide the applicable Extension Request to the Administrative Agent at least five ten (510) Business Days (or such shorter period as the Administrative Agent may be agreed by the Agentdetermine in its sole discretion) prior to the date on which Lenders under the applicable Existing Revolver Tranche Term Loan Class are requested to respond, and shall agree to such other procedures, if any, as may be established by the Agent, acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Class (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments under the Loans of an Existing Revolver Tranche Term Loan Class or Existing Term Loan Classes, as applicable, subject to such Extension Request amended converted or exchanged into Extended Commitments Term Loans, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche Loans which it has elected to request be amended convert or exchange into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent)Term Loans. In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Loans subject to Extension Request Elections exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with converted or exchanged into Extended Term Loans on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the aggregate principal amount of Commitments offered Loans included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment. Any Lender not responding within the above time period shall be subject deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Company and the applicable Lenders of such Lenders’ responses.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Omnova Solutions Inc)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the AgentAdministrative Agent (acting at the direction of, or with the consent of, the Requisite Lenders)) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the AgentAdministrative Agent (acting at the direction of, or with the consent of, the Requisite Lenders), in each case acting reasonably, to accomplish the purposes of this Section 2.172.13. No Lender shall have any obligation to agree to provide any Extended Commitment Loans pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent in writing (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the AgentAdministrative Agent (acting at the direction of the Requisite Lenders)). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance amended to reflect allocations of the Extended Loans, which Extended Loans shall be allocated as agreed by Administrative Agent (acting at the direction of, or with the amount of Commitments offered to be subject to extensionconsent of, the Requisite Lenders) and the Borrower.

Appears in 1 contract

Samples: Credit Agreement (99 Cents Only Stores LLC)

Extension Request. The Lead Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.21. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment pursuant to any Extension RequestTerm Loans. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Term Loan Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Term Loan Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Term Loan Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (New Fortress Energy Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the AgentAdministrative Agent and the Required Lenders, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Velocity Financial, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respondrespond (or such shorter period as agreed by the Administrative Agent), and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the AgentAdministrative Agent and the Borrower, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.28. No Subject to Section 2.25, no Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans or subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Second Lien Credit Agreement (EVO Payments, Inc.)

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Extension Request. The Lead Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days (or such shorter period of time as the Administrative Agent may be agreed by the Agentagree in its reasonable discretion) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.23. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Extending Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans, included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Velocity Financial, LLC)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period of time as may be agreed by the AgentAdministrative Agent shall agree) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.142.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans, included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by the Agent, acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended -82- Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with the amount of Commitments offered to be subject to extension.

Appears in 1 contract

Samples: Abl Credit Agreement (Lands' End, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Term B-1 Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Borrower and the Term Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.04. No Term B-1 Lender shall have any obligation to agree to provide have any of its Term B-1 Loans amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Term B-1 Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request Term B-1 Loans amended into Extended Commitments Term Loans shall notify the Term Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which Term B-1 Loans that it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Borrower and the Term Administrative Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche Term B-1 Loans in respect of which applicable Term B-1 Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments the Term B-1 Loans shall be amended to Extended Term Loans on a pro rata basis (subject to Extension Elections rounding by the Term Administrative Agent, which shall be accepted ratably in accordance with conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm B-1 Loans included in each such Extension Election.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Orchard Supply Hardware Stores Corp)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Loan Tranche are requested to respondrespond (or such shorter period agreed to by the Administrative Agent), and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Loan Tranche subject to such Extension Request amended into Extended Commitments Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Loan Tranche which it has elected to request be amended into Extended Commitments Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Extension Request. The Lead Borrower Agent shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.172.27. No Lender shall have any obligation to agree to provide any Extended Revolving Commitment pursuant to any Extension Request. Any Revolving Lender (each, an “Extending Revolving Lender”) wishing to have all or a portion of its Revolving Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Revolving Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Revolving Commitments under the Existing Revolver Tranche in respect of which applicable Revolving Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Revolving Commitments requested to be extended pursuant to the Extension Request, Revolving Commitments subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Extended Revolving Commitments, which Extended Revolving Commitments offered to shall be subject to extensionallocated as agreed by Agent and the Borrower Agent.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus, Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans, subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Second Lien Credit Agreement (TransFirst Inc.)

Extension Request. The Lead Borrower shall provide the applicable Term Loan Extension Request at least five (5) Business Days (or such shorter period as the Agent may be agreed by the Agentdetermine in its sole discretion) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.22. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Term Loan Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Term Loan Extension Request amended into Extended Commitments Term Loans shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Tranche Term Loan Tranche, in respect of which applicable Term Lenders shall have accepted the relevant Term Loan Extension Request Request, exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Term Loan Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Leidos Holdings, Inc.)

Extension Request. The Lead Domestic Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by the Agent, acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with the amount of Commitments offered to be subject to extension.

Appears in 1 contract

Samples: Abl Credit Agreement (Lands End Inc)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (DJO Finance LLC)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period of time as may be agreed by the AgentAdministrative Agent shall agree) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.16. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans, included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Apria Healthcare Group Inc)

Extension Request. The Lead Borrower Parent shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Commitment pursuant to any Extension Request. Any Lender (each, an “Extending Lender”) wishing to have all or a portion of its Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Commitments shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Commitments (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Commitments under the Existing Revolver Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Commitments requested to be extended pursuant to the Extension Request, Commitments subject to Extension Elections shall be accepted ratably in accordance with amended to reflect allocations of the amount of Extended Commitments, which Extended Commitments offered to shall be subject to extensionallocated as agreed by Agent and the Borrowers.

Appears in 1 contract

Samples: Credit Agreement (YCC Holdings LLC)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Term Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.21. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment pursuant to any Extension RequestTerm Loans. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (New Fortress Energy Inc.)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period of time as may be agreed by the AgentAdministrative Agent shall agree) prior to the date on which Lenders under the Existing Revolver Tranche Term Loan Tranche, are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.17‎2.14. No Lender shall have any obligation to agree to provide have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Commitment Term Loans, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Commitments Term Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Term Loans under the Existing Revolver Term Loan Tranche which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Commitments Term Loans under the Existing Revolver Term Loan Tranche in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Term Loans requested to be extended pursuant to the Extension Request, Commitments Term Loans subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Term Loans, on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionTerm Loans, included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

Extension Request. The Lead Borrower shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the date on which Lenders under the Existing Revolver Loan Tranche are requested to respond, and shall agree to such other procedures, if any, as may be established by by, or acceptable to, the Administrative Agent, in each case acting reasonably, reasonably to accomplish the purposes of this Section 2.172.09. No Lender shall have any obligation to agree to provide have any of its Loans of any Existing Loan Tranche amended into Extended Commitment Loans pursuant to any Extension Request. Any Lender holding a Loan under an Existing Loan Tranche (each, an “Extending Lender”) wishing to have all or a portion of its Commitments Loans under the Existing Revolver Term Loan Tranche subject to such Extension Request amended into Extended Commitments Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments Loans under the Existing Revolver Tranche Loan Tranche, which it has elected to request be amended into Extended Commitments Term Loans (subject to any minimum denomination requirements imposed by the AgentAdministrative Agent in consultation with the Borrower). In the event that the aggregate principal amount of Commitments Loans under the Existing Revolver Loan Tranche in respect of which applicable Lenders shall have accepted the relevant Extension Request exceeds the amount of Commitments Extended Loans requested to be extended pursuant to the Extension Request, Commitments Loans, subject to Extension Elections shall be accepted ratably in accordance with amended to Extended Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Commitments offered to be subject to extensionLoans included in each such Extension Election.

Appears in 1 contract

Samples: Credit Agreement (Forest Oil Corp)

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