Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, that (i) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (ii) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iii) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (iv) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (vii) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.
Appears in 3 contracts
Samples: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Replacement Loans. In addition, notwithstanding the foregoingsubject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, provided that (ia) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iib) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iiic) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (ivd) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (ve) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vif) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (viig) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.
Appears in 3 contracts
Samples: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing replacement or exchange of all of the outstanding Term A Loans of any Class (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans with replacement term loans (the “Refinanced Term B Replacement Loans”) or the replacement of the Aggregate Revolving Credit Commitment hereunder; provided that,
(the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans (plus (x) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and Refinanced Term B Loans(y) underwriting discounts, respectivelyfees, (ii) the Applicable Margin for commissions, costs, expenses and other amounts payable with respect to such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, );
(iiiB) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, ;
(iv1) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower on terms and (vii) all other terms applicable to such Replacement Term A Loansconditions that are, Replacement Term B Loans or Replacement Commitments shall be substantially identical totaken as a whole, or not materially more favorable to the Lenders lenders or holders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments Indebtedness than, those applicable to such Refinanced the Initial Term A Loans, Refinanced as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term B Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Replacement Loans, together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to (w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term A Loan Cap), and
(D) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or Term B Loansresulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable, in effect immediately prior to such refinancing.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Replacement Loans. In addition, notwithstanding the foregoingsubject to Section 2.10 and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, provided that (ia) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iib) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iiic) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (ivd) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (ve) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vif) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (viig) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.
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Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all outstanding Revolving Loans or Term Loans of the outstanding Term A Loans any Class (the “Refinanced Term A Loans”) with replacement revolving loans or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans, respectively (“Replacement Term A Loans” or the “Replacement Term B Loans”), as applicable) or one or more new revolving commitments hereunder; provided that,
(the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans plus (1) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and Refinanced Term B Loans(2) underwriting discounts, respectivelyfees, (ii) the Applicable Margin for commissions, costs, expenses and other amounts payable with respect to such Replacement Term A Loans;
(B) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans and or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable;
(C) such Replacement Term B Loans is not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Guarantor (including any Subsidiary that becomes a Subsidiary Guarantor in connection therewith);
(D) (i) to the extent secured by a Lien on property or assets of the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iii) the Weighted Average Life to Maturity secured by any Lien on any property or asset of such Replacement Term A Loans Person that does not also secure the Revolving Facility and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (iv) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (vii) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.Amendment No. 1
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Replacement Loans. In addition, notwithstanding the foregoingsubject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, provided that (iC) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iiD) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iiiE) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (ivF) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (vG) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (viH) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (viiI) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.
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Replacement Loans. In addition, notwithstanding the foregoingsubject to Section 2.10 and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all or a portion of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of all or a portion of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, provided that (ia) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iib) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall (i) not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loansor (ii) if the Applicable Margin is higher, respectivelyit shall reflect market terms for similar borrowers at the time of incurrence or issuance (as reasonably determined by the Borrower), (iiic) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (ivd) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (ve) the Applicable Margin for such Replacement Commitment shall (i) if incurred prior to the second anniversary of the Closing Date, not exceed the Applicable Margin for the Refinanced CommitmentCommitment by more than 0.750% and (ii) if incurred after the second anniversary of the Closing Date, the Applicable Margin shall reflect market terms for similar borrowers at the time of incurrence or issuance (as reasonably determined by the Borrower), (vif) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (viig) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity Latest Maturity Date of the Closing Date Term A Loans or Term B Loans, as applicable, the Revolving Credit Commitments in effect immediately prior to such refinancing.
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Replacement Loans. In addition, notwithstanding the foregoingsubject to Section 2.10(b) and 2.25, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, provided that (ia) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iib) the Applicable Margin for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, (iiic) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, (ivd) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (ve) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vif) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (viig) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancing.
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Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all outstanding Revolving Loans or Term Loans of the outstanding Term A Loans any Class (the “Refinanced Term A Loans”) with replacement revolving loans or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder loans, respectively (“Replacement Term A Loans” or the “Replacement Term B Loans”), as applicable) or one or more new revolving commitments hereunder; provided that,
(the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans plus (1) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and Refinanced Term B Loans(2) underwriting discounts, respectivelyfees, (ii) the Applicable Margin for commissions, costs, expenses and other amounts payable with respect to such Replacement Term A Loans;
(B) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans and or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable;
(C) such Replacement Term B Loans is not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Guarantor (including any Subsidiary that becomes a Subsidiary Guarantor in connection therewith);
(i) to the extent secured by a Lien on property or assets of the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be higher than secured by any Lien on any property or asset of such Person that does not also secure the Applicable Margin for such Refinanced Revolving Facility and the Amendment No. 12 Term A Loans and Refinanced Term B Loans(except (1) customary cash collateral in favor of an agent, respectivelyletter of credit issuer or similar “fronting” lender, (iii2) Liens on property or assets applicable only to periods after the Weighted Average Life Latest Maturity Date of the Revolving Facility and the Amendment No. 12 Term Loans at the time of incurrence and (3) any Liens on property or assets to Maturity the extent that a Lien on such property or asset is also added for the benefit of the Lenders for so long as such Liens secure such Indebtedness); and (ii) to the extent incurred by or guaranteed by the Borrower or any of its Restricted Subsidiaries, any such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than incurred by or guaranteed by any such Person that is not (or is not required to be) a Loan Party (except (1) for guarantees by other Persons that are applicable only to periods after the Weighted Average Life to Latest Maturity Date of such Refinanced the Revolving Facility and the Amendment No. 12 Term A Loans and Refinanced Term B Loans, respectively, at the time of incurrence and (2) any such refinancing, Person guaranteeing such Indebtedness that also guarantees the Revolving Facility and the Amendment No. 12 Term Loans for so long as such Person guarantees such Indebtedness);
(ivE) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v) the Applicable Margin for terms and conditions applicable to any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, Loans are either: (vii) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower and (vii) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially or, taken as a whole, no more favorable to the Lenders lenders or holders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments Indebtedness than, those applicable to such the applicable Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, determined in effect immediately prior good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (A) for terms and conditions applicable only to periods after the scheduled final maturity date of such refinancing.Refinanced Loans at the time of incurrence and
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Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Borrower, the Administrative Agent (solely with respect to provisions relating to the administration thereof if changed from the corresponding provisions hereof in a manner that would make the administration thereof either materially more burdensome or administratively not feasible for the Administrative Agent, the Borrower ) and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term A Loans of any Class (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans with replacement term loans (the “Refinanced Term B Replacement Loans”) or the replacement of the Aggregate Revolving Credit Commitment hereunder; provided that,
(the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans (plus (x) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and Refinanced Term B Loans(y) underwriting discounts, respectivelyfees, (ii) the Applicable Margin for commissions, costs, expenses and other amounts payable with respect to such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, );
(iiiB) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the remaining Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, ; and
(ivC) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v1) the Applicable Margin for any such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower on terms and (vii) all other terms applicable to such Replacement Term A Loansconditions that are, Replacement Term B Loans or Replacement Commitments shall be substantially identical totaken as a whole, or not materially more favorable to the Lenders lenders or holders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments Indebtedness than, those applicable to such Refinanced the Initial Term A Loans, Refinanced as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (except (x) for covenants applicable only to periods after the Latest Maturity Date of the Term B Loans at the time of incurrence and (y) any term or Refinanced Commitments, except condition to the extent necessary such term or condition is also added for the benefit of the Lenders under the Term Loans) or (2) solely to provide for covenants the extent that any terms and other terms conditions applicable to any period after Replacement Loans are not the latest final maturity same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence as determined in good faith by a Responsible Officer of the Term A Loans Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or Term B such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Replacement Loans, as applicabletogether with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in effect immediately prior good faith that such terms and conditions satisfy the requirement of this clause (C) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided further that this clause (C) will not apply to such refinancing(w) terms addressed in the other clauses of this clause (ii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms and optional prepayment provisions, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. For the avoidance of doubt, any Affiliated Lender that provides any Replacement Loans shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap).
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Replacement Loans. (i) In addition, notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all of the outstanding Term A Loans (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans (the “Refinanced Term B Loans”) or the replacement of the Aggregate Revolving Credit Commitment (the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder denominated in Dollars (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments hereunder; provided that
(the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans plus an amount equal to unpaid accrued interest and Refinanced premium (including any customary tender premiums) thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such Replacement Term B Loans, respectively, ,
(iiB) the Applicable Margin Rate for such Replacement Term A Loans and Replacement Term B Loans shall not be higher than the Applicable Margin Rate for such Refinanced Term A Loans and Refinanced Term B Loans, respectively, ,
(iiiC) the Weighted Average Life to Maturity of such Replacement Term A Loans and Replacement Term B Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term A Loans and Refinanced Term B Loans, respectively, at the time of such refinancing, refinancing (ivexcept to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and the aggregate amount maturity date of the Replacement Commitment Term Loans shall not exceed be earlier than a date that is 91 days after the maturity date of the Refinanced Commitment, Term Loans,
(vD) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans may only be secured by property (or Replacement Commitment shall a subset thereof) that secures the Obligations and may only be guaranteed by Persons (or a subset thereof) that also guarantee the Borrower and Obligations and
(viiE) all other terms applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more less favorable to the Lenders providing such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms (A) applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancingrefinancing or (B) added for the benefit of all Secured Parties.
(ii) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Revolving Credit Facility (as defined below) to permit the refinancing of any outstanding Revolving Credit Commitment (“Refinanced Revolving Credit Facility”) with one or more replacement revolving loan commitments denominated in Dollars (“Replacement Revolving Credit Facility”) hereunder; provided that
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Replacement Loans. In addition, notwithstanding the foregoing, this Agreement and the other The Loan Documents may be amended (or amended and restated) with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing refinancing, replacement or exchange of all of the outstanding Term A Loans of any Class (the “Refinanced Term A Loans”) or all of the outstanding Term B Loans with replacement term loans (the “Refinanced Term B Replacement Loans”) or the replacement of the Aggregate Revolving Credit Commitment hereunder; provided that,
(the “Refinanced Commitment”) with one or more replacement term loan tranches hereunder which shall be Loans hereunder (“Replacement Term A Loans” or the “Replacement Term B Loans”, as applicable) or one or more new revolving commitments (the “Replacement Commitments”); provided, that (iA) the aggregate principal amount of such Replacement Term A Loans and Replacement Term B Loans shall not exceed the aggregate principal amount of such Refinanced Term A Loans (plus (1) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums), and other amounts payable with respect to any such Refinanced Loans and Refinanced Term B (2) underwriting discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Replacement Loans, respectively; and
(B) (i) the scheduled final maturity date of such Replacement Loans (A) that is Pari Passu Lien Debt, (iiother than a revolving facility) will be no earlier than the Applicable Margin scheduled final maturity date for such Replacement Term A the Refinanced Loans and Replacement Term B Loans (B) that is Junior Lien Debt or unsecured Indebtedness, will be no earlier than, or have scheduled amortization, prior to the date that is 91 days following the final maturity date of the Refinanced Loans; provided that this clause (B) shall not be higher than apply to the Applicable Margin for incurrence of any such Refinanced Term A Loans Indebtedness pursuant to the Inside Maturity Exception; and Refinanced Term B Loans, respectively, (iiiii) the Weighted Average Life to Maturity of any such Replacement Term A Loans and Replacement Term B Loans shall not will be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Loans;
(C) no amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Hedge Agreements or under Cash Management Obligations resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Hedge Bank or any Cash Management Obligations becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner materially adverse to any Hedge Bank or any Cash Management Bank, shall be effective without the written consent of such Hedge Bank or such Cash Management Bank, as applicable;
(D) any mandatory prepayment of such Replacement Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory repayments required to be made on the Refinanced Loans pursuant to its terms, it being agreed (A) any repayment of such Replacement Loans at maturity shall be permitted and (B) any greater than pro rata repayment of such Replacement Loans shall be permitted with the proceeds of a permitted refinancing thereof; provided that this clause (D) shall not apply to the incurrence of any such Replacement Loans pursuant to the Inside Maturity Exception;
(E) such Replacement Loans is not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Guarantor (including any Subsidiary that becomes a Subsidiary Guarantor in connection therewith);
(i) to the extent secured by a Lien on property or assets of the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be secured by any Lien on any property or asset of such Person that does not also secure the Initial Term A Loans and Refinanced (except (1) customary cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender, (2) Liens on property or assets applicable only to periods after the Latest Maturity Date of the Initial Term B Loans, respectively, Loans at the time of incurrence and (3) any Liens on property or assets to the extent that a Lien on such refinancingproperty or asset is also added for the benefit of the Lenders under the Initial Term Loans for so long as such Liens secure such Indebtedness); and (ii) to the extent incurred by or guaranteed by the Borrower or any of its Restricted Subsidiaries, any such Replacement Loans shall not be incurred by or guaranteed by any such Person that is not (ivor is not required to be) a Loan Party (except (1) for guarantees by other Persons that are applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence and (2) any such Person guaranteeing such Indebtedness that also guarantees the Initial Term Loans for so long as such Person guarantees such Indebtedness);
(G) the aggregate amount of the Replacement Commitment shall not exceed the Refinanced Commitment, (v) the Applicable Margin for such Replacement Commitment shall not exceed the Applicable Margin for the Refinanced Commitment, (vi) the borrower of such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitment shall be the Borrower terms and (vii) all other terms conditions applicable to such Replacement Term A Loans, Replacement Term B Loans or Replacement Commitments shall be substantially identical to, or not materially more favorable subject to the Lenders providing provisions of Section 2.16(g)(v) as if such Replacement Loans were Incremental Term A Loans; and
(H) (i) may rank either pari passu or junior in right of payment and/or security with any Class of Refinanced Loans (including the Initial Term Loans) and (ii) for the avoidance of doubt, Replacement Term B Loans may be Pari Passu Lien Debt, Junior Lien Debt or Replacement Commitments than, those applicable to such Refinanced Term A Loans, Refinanced Term B Loans or Refinanced Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term A Loans or Term B Loans, as applicable, in effect immediately prior to such refinancingUnsecured Debt.
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