Common use of Request for Extended Revolving Commitments Clause in Contracts

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers may at any time and from time to time, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request (each, a “Revolving Extension Request”) that an aggregate principal amount of not less than $100,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving Tranche”) be amended to, among other things, extend the applicable Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitments under this Section 2.19, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms to each Revolving Lender under the applicable Existing Revolving Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Lenders under the applicable Existing Revolving Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new Maturity Date; provided, however, that such Extended Revolving Commitments shall, except as to interest rates, fees and any other pricing terms and final maturity, have the same terms (including borrowing terms and payment terms (other than payment on the applicable Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.19.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers The Borrower may at any time and from time to time, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request Agent (each, a “Revolving Extension Request”) ), request that an aggregate principal amount of not less than $100,000,000 300,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving Revolver Tranche”) be amended to, among other things, extend the applicable Revolving Credit Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitments Commitment under this Section 2.192.21, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Lender under the applicable Existing Revolving Revolver Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Credit Lenders under the applicable Existing Revolving Revolver Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date maturity date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders (as defined below) in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new maturity date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date; provided, however, that ) and (D) any other amendments or modifications to this Agreement applicable to such Extended Revolving Commitments shallCommitments, except as provided that no such changes or modifications pursuant to interest rates, fees and any other pricing terms and final maturity, have this clause (D) shall become effective prior to the same terms (including borrowing terms and payment terms (other than payment on the applicable then Latest Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.192.21.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the The Borrowers may at any time and from time to time, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request (each, a “Revolving Extension Request”) that an aggregate principal amount of not less than $100,000,000 of the then existing Revolving Credit Commitments of any Class (each, an “Existing Revolving Tranche”) be amended to, among other things, extend the applicable Revolving Credit Facility Maturity Date with respect thereto (the “Existing Revolving Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Credit Commitment hereunder (any such Revolving Credit Commitments so amended, “Extended Revolving Credit Commitments”); provided that (i) after giving effect to any Extended Revolving Credit Commitments under this Section 2.192.17, there shall be no more than three (3) Classes of Revolving Credit Commitments (without giving regard to Domestic Revolving Credit Commitments and Global Revolving Credit Commitments) outstanding at any time and (ii) any such Extended Revolving Credit Commitments shall be offered on the same terms to each Revolving Credit Lender under the applicable Existing Revolving Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean mean, that all of the Revolving Credit Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Credit Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Credit Lenders under the applicable Existing Revolving Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Credit Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Credit Commitments and Revolving Credit Loans hereunder to be extended, (B) whether such Revolving Credit Commitments are Global Revolving Credit Commitments or Domestic Revolving Credit Commitments, (C) the date to which the applicable Maturity Date maturity date is sought to be extended, and (CD) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Credit Loans of, and fees payable hereunder to, Extending Revolving Credit Lenders in respect of that portion of their Revolving Credit Commitments and Revolving Credit Loans extended to such new Maturity Datematurity date; provided, however, that such Extended Revolving Credit Commitments shall, except as to interest rates, fees and any other pricing terms and final maturity, have the same terms (including borrowing terms and payment terms (other than payment on the applicable Revolving Credit Facility Maturity Date)) as the existing Class of Revolving Credit Commitments from which they are extended. At the time of sending such notice, the Company Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Credit Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.192.17.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the The Borrowers may at any time and from time to time, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request Agent (each, a “Revolving Extension Request”) ), request that an aggregate principal amount of not less than $100,000,000 300,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving Revolver Tranche”) be amended to, among other things, extend the applicable Revolving Credit Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitments Commitment under this Section 2.192.22, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Lender under the applicable Existing Revolving Revolver Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Credit Lenders under the applicable Existing Revolving Revolver Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date maturity date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders (as defined below) in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new maturity date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date; provided, however, that ) and (D) any other amendments or modifications to this Agreement applicable to such Extended Revolving Commitments shallCommitments, except as provided that no such changes or modifications pursuant to interest rates, fees and any other pricing terms and final maturity, have this clause (D) shall become effective prior to the same terms (including borrowing terms and payment terms (other than payment on the applicable then Latest Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.192.22.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers The Borrower may at any time and from time to time, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request Agent (each, a “Revolving Extension Request”) ), request that an aggregate principal amount of not less than $100,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving TrancheCommitment”) be amended to, among other things, extend the applicable Scheduled Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other the Revolving Commitment Facility hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments” and the Loans thereunder, “Extended Revolving Loans”); provided provided, that (i) after giving effect to any such Extended Revolving Commitments under this Section 2.19, there (and the Liens securing the same) shall be no more than three (3) Classes permitted by the terms of Revolving Commitments outstanding at any time First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement then in effect and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Lender under the applicable Existing Revolving Tranche Commitments on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Lenders under the applicable Existing Revolving Tranche Commitments to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new Maturity Date; provided, however, that such Extended Revolving Commitments shall, except as to interest rates, fees and any other pricing terms and final maturity, have the same terms (including borrowing terms and payment terms (other than payment on the applicable Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company (in consultation with the Administrative Agent) Borrower shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen five (155) calendar days Business Days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.192.18.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers The Borrower may at any time and from time to timetime after the Closing Date, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request Agent (each, a “Revolving Extension Request”) ), request that an aggregate principal amount of not less than $100,000,000 300,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving Revolver Tranche”) be amended to, among other things, extend the applicable Revolving Credit Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitments Commitment under this Section 2.192.21, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Lender under the applicable Existing Revolving Revolver Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Lenders under the applicable Existing Revolving Revolver Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date maturity date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders (as defined below) in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new maturity date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date; provided, however, that ) and (D) any other amendments or modifications to this Agreement applicable to such Extended Revolving Commitments shallCommitments, except as provided that no such changes or modifications pursuant to interest rates, fees and any other pricing terms and final maturity, have this clause (D) shall become effective prior to the same terms (including borrowing terms and payment terms (other than payment on the applicable then Latest Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.192.21.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers The Borrower may at any time and from time to timetime after the Closing Date, upon written request to and the consent of the Administrative Agent, the Swingline Lender and the L/C Issuers, request Agent (each, a “Revolving Extension Request”) ), request that an aggregate principal amount of not less than $100,000,000 300,000,000 of the then existing Revolving Commitments of any Class (each, an “Existing Revolving Revolver Tranche”) be amended to, among other things, extend the applicable Revolving Credit Maturity Date with respect thereto (the “Existing Maturity Date”) to a date that is no earlier than the then Latest Maturity Date of any other Revolving Commitment hereunder (any such Revolving Commitments so amended, “Extended Revolving Commitments”); provided that (i) after giving effect to any Extended Revolving Commitments Commitment under this Section 2.192.21, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) any such Extended Revolving Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Lender under the applicable Existing Revolving Revolver Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Lenders holding such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Credit Lenders under the applicable Existing Revolving Revolver Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Revolving Commitments and Revolving Loans hereunder to be extended, (B) the date to which the applicable Maturity Date maturity date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders (as defined below) in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new maturity date and the time as of which such changes will become effective (which may be prior to the Existing Maturity Date; provided, however, that ) and (D) any other amendments or modifications to this Agreement applicable to such Extended Revolving Commitments shallCommitments, except as provided that no such changes or modifications pursuant to interest rates, fees and any other pricing terms and final maturity, have this clause (D) shall become effective prior to the same terms (including borrowing terms and payment terms (other than payment on the applicable then Latest Maturity Date)) as the existing Class of Revolving Commitments from which they are extended. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.192.21.

Request for Extended Revolving Commitments. So long as no Event of Default has occurred and is continuing, the Borrowers may at any time and from time to time, upon written request to to, and with the consent of of, the Administrative Agent, the Swingline Lender and the L/C Issuers, request (each, a “Revolving Extension Request”) that an aggregate principal amount of not less than $100,000,000 of the then then-existing Revolving Commitments of any Class (eacheach Class of then-existing Revolving Commitments, an “Existing Revolving Tranche”) be amended to, among other things, extend the applicable Maturity Date with respect thereto applicable to such Existing Revolving Tranche (the Maturity Date applicable to such Existing Revolving Tranche, the “Existing Maturity Date”” for such Existing Revolving Tranche) to a date that is no earlier than the then then-Latest Maturity Date of any other Revolving Commitment hereunder (any Revolving Commitment of such Existing Revolving Commitments Tranche that is so amendedamended pursuant to this Section 2.19, an “Extended Revolving CommitmentsCommitment”; each Class of Extended Revolving Commitments hereunder being referred to herein as an “Extended Revolving Facility”); provided that (i) after giving effect to any the implementation of all Extended Revolving Commitments Facilities under this Section 2.19, there shall be no more than three (3) Classes of Revolving Commitments outstanding at any time and (ii) each Revolving Extension Request with respect to any such Extended Existing Revolving Commitments Tranche shall be offered on the same terms to each Revolving Lender under the applicable such Existing Revolving Tranche on a ratable basis. For the avoidance of doubt, the reference to “on the same terms” in clause (ii) of the proviso to the immediately preceding sentence shall mean that all of the Revolving Lenders holding under such Existing Revolving Tranche are offered to be extended for the same amount of time, offered the same type of Revolving Commitment and that the interest rate changes and fees payable with respect to such extension are the same. Promptly after receipt of any Revolving Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Lenders under the applicable Existing Revolving Tranche to be amended, which request shall set forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of the Extended Revolving Commitments Facility to be established. Each Revolving Extension Request shall specify (A) the applicable Class of Existing Revolving Commitments and Revolving Loans hereunder Tranche to be extendedamended, (B) the date to which the applicable Existing Maturity Date is sought to be extended, and (C) the changes, if any, to the Applicable Rate to be applied in determining the interest payable on the Revolving Loans of, and fees payable hereunder to, Extending Revolving Lenders in respect of that portion of their Revolving Commitments and Revolving Loans extended to such new Maturity Date; provided, however, that under such Extended Revolving Facility; provided that the Extended Revolving Commitments of each Extended Revolving Facility shall, except as to interest rates, fees and any other pricing terms and final maturity, have the same terms (including borrowing terms and payment terms (other than payment on the applicable Maturity Date)) as the existing Class of Existing Revolving Commitments Tranche from which they are extended. At the time of sending such noticeany Revolving Extension Request, the Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond to such request (which shall in no event be less than fifteen (15) calendar days (or such shorter period as may be agreed by the Administrative Agent) from the date of delivery of such notice to such Revolving Lenders) and shall agree to such procedures, if any, as may be established by, or reasonably acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.19.