Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.
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Samples: Credit Agreement (GTT Communications, Inc.), Credit Agreement (GTT Communications, Inc.)
Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Classclass; any Extended Term Loans shall constitute a separate Class class of Term Loans from the Term Loans from which they were converted; any Class class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided provided, that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans Loan facility that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided , provided, that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classesclasses, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.
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Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Loan Lender (any such Term Loan Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Loan Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Classclass; any Extended Term Loans shall constitute a separate Class class of Term Loans from the Term Loans from which they were converted; any Class class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.192.20, “Extended Term Loans”); provided provided, that (i) the Applicable Borrower shall have offered to all Term Loan Lenders under the applicable Class of Term Loans Loan facility that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Loan Lender (each such offer, an “Extension Offer”); provided , provided, that each Term Loan Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Loan Lender does not respond to such Extension Offer within five (5) Business Days, such Term Loan Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classesclasses, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.
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Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.with
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Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to 127 the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical 128 -128- amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.
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