Common use of Terms of Extended Revolving Credit Commitments Clause in Contracts

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended Revolving Credit Commitments effected pursuant to any Revolving Extension Request and Revolving Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing Revolving Credit Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments (and related outstandings) and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis (except for (x) any payments of interest and fees at different rates on any Revolving Extension Series (and related outstandings) and (y) repayments required upon the applicable Revolving Credit Termination Date of other Revolving Credit Commitments).

Appears in 3 contracts

Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)

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Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended Revolving Credit Commitments effected pursuant to any Revolving Extension Request and Revolving Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing Existing Revolving Credit Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments (and related outstandings) and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments)Tranche. After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Global Revolving Credit Commitments (including any such Extended Revolving Credit CommitmentCommitments) or, as applicable, Domestic Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) any payments of interest and fees at different rates on any Revolving Extension Series (and related outstandings) and Loans thereunder), (y) repayments required upon the applicable Revolving Credit Termination Facility Maturity Date of other Revolving Credit Commitments and (z) except as otherwise expressly set forth herein). If a Revolving Extension Amendment has become effective hereunder, not later than the third Business Day prior to the Existing Maturity Date, the Borrowers shall make prepayments of Revolving Credit Loans and shall Cash Collateralize Letters of Credit, such that, after giving effect to such prepayments and such provision of Cash Collateral, the aggregate Total Global Revolving Credit Exposure and/or, as applicable, Total Domestic Revolving Credit Exposure as of such date will not exceed the aggregate applicable Extended Revolving Credit Commitments consisting of Global Revolving Credit Commitments and Domestic Revolving Credit Commitments of the Extended Revolving Lenders (and the Borrowers shall not be permitted thereafter to request any Revolving Credit Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the applicable Revolving Credit Exposure would exceed the aggregate amount of the Extended Revolving Credit Commitments (consisting of, as applicable, Global Revolving Credit Commitments and Domestic Revolving Credit Commitments) then in effect).

Appears in 2 contracts

Samples: Credit Agreement (Alexion Pharmaceuticals Inc), Credit Agreement (Alexion Pharmaceuticals Inc)

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended The term and provisions of extended Revolving Credit Commitments effected made pursuant to any such extension: (i) shall have a yield as may be agreed by the Borrower and the Revolving Extension Request and Lenders making such Revolving Extension Amendment shall be subject Credit Commitment extensions; provided that the yield applicable to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing such extended Revolving Credit Commitments (it being understood after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the non-extended Revolving Credit Commitments (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the non-extended Revolving Credit Commitments is increased so as to cause the then applicable interest rate under this Agreement on the non-extended Revolving Credit Commitments (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the extended Revolving Credit (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) minus 0.50%; provided that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election arrangers of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended extended Revolving Credit Commitments (and related outstandingsor their respective affiliates) and under this Section 2.15 shall be excluded; (ii) such other covenants shall have a maturity date that is not prior to the maturity date of the non-extended Revolving Credit Commitments and terms which apply will require no scheduled amortization or mandatory commitment reduction prior to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto Credit Commitments; (immediately prior iii) shall otherwise have terms and conditions that are substantially identical to, or less favorable to the establishment investors providing such extended Revolving Credit Commitments than, the terms of such Extended the non-extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under ; and (iv) the extended Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis effected by an extension agreement (except for (x) any payments of interest and fees at different rates on any the “Revolving Extension Series (Agreement”) executed by the Borrower, the Administrative Agent and related outstandings) each Lender making such extended Commitment, in form and (y) repayments required upon substance satisfactory to each of them. The Revolving Extension Agreement may, without the applicable Revolving Credit Termination Date consent of any other Revolving Credit Commitments)Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended The term and provisions of extended Revolving Credit Commitments effected made pursuant to any such extension: (i) shall have a yield as may be agreed by the Borrower and the Revolving Extension Request and Lenders making such Revolving Extension Amendment shall be subject Credit Commitment extensions; provided that the yield applicable to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing thesuch extended Revolving Credit Commitments (it being understood after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the non-extended Revolving Credit Commitments of such Class (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the non-extended Revolving Credit Commitments is increased so as to cause the then applicable interest rate under this Agreement on the non-extended Revolving Credit Commitments of such Class (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the extended Revolving Credit Commitments of such Class (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) minus 0.50%; provided that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election arrangers of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended extended Revolving Credit Commitments (and related outstandingsor their respective affiliates) and under this Section 2.15 shall be excluded; (ii) shall have a maturity date that is not prior to the maturity date of the non-extended Revolving Credit Commitments of such other covenants Class and terms which apply will require no scheduled amortization or mandatory commitment reduction prior to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Revolving Credit Commitments of such Class; (including any iii) shall otherwise have terms and conditions that are substantially identical to, or less favorable to the investors providing such Extended extended Revolving Credit CommitmentCommitments than, the terms of the non-extended Revolving Credit Commitments of such Class; and (iv) and repayments thereunder the extended Revolving Credit Commitments shall be made on a pro rata basis effected by an extension agreement (except for (x) any payments of interest and fees at different rates on any the “Revolving Extension Series (Agreement”) executed by the Borrower, the Administrative Agent and related outstandings) each Lender making such extended Commitment, in form and (y) repayments required upon substance satisfactory to each of them. The Revolving Extension Agreement may, without the applicable Revolving Credit Termination Date consent of any other Revolving Credit Commitments)Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Club Operations, Inc.)

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended Revolving Credit Commitments effected pursuant to any Revolving Credit Extension Request and Revolving Credit Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing Revolving Credit Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Credit Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Closing Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Credit Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent)Borrower, the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments (and related outstandings) and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Credit Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings Borrowings under the Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis (except for (xA) any payments of interest and fees at different rates on any Revolving Credit Extension Series (and related outstandings) and (yB) repayments required upon the applicable Revolving Credit Termination Maturity Date of other Revolving Credit Commitments).

Appears in 1 contract

Samples: Credit Agreement (Gentiva Health Services Inc)

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all The terms of any Extended Revolving Credit Commitments effected pursuant to any Revolving will be set forth in an Extension Request Offer and Revolving Extension Amendment shall be subject to as agreed between the same terms (including, without limitation, borrowing terms, interest terms Borrower and payment terms), and shall be subject to the same conditions as the then existing Revolving Credit Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as accepting such Extension Offer; provided that: (A) the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest borrowing and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments (and related outstandings) and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis repayment (except for (xA) any payments of interest and fees at different rates on any Extended Revolving Extension Series Credit Commitments (and related outstandings) and ), (yB) repayments required upon the applicable maturity date of the Extended Revolving Credit Termination Date Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the date of obtaining any Extended Revolving Credit Commitments shall be made on at least a pro rata basis with all other Revolving Credit CommitmentsFacilities; (ii) such Extended Revolving Credit Commitments are not secured by any assets or property of any Loan Party that does not constitute Collateral (subject to customary exceptions for cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender or in connection with any funding into escrow arrangements); (iii) such Extended Revolving Credit Commitments are not guaranteed by any Subsidiary that is not a Loan Party; and (iv) except as to principal amount, tranching, pricing terms (interest rate, fees, funding discounts and prepayment premiums), call protection and maturity, the terms and conditions of such Extended Revolving Credit Commitments are (x) substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable in any material respect to the lenders or holders providing such Indebtedness than, those applicable to the Revolving Credit Commitments subject to such Extension Offer, as determined in good faith by the Borrower or (y) reflect market terms and conditions at the time of incurrence or issuance thereof, in each case, as determined in good faith by the Borrower, unless (i) the Lenders holding the Revolving Credit Commitments subject to such Extension Offer receive the benefit of such more favorable terms or (ii) any such provisions apply after the Latest Maturity Date of the Revolving Credit Commitments subject to such Extension Offer.

Appears in 1 contract

Samples: Credit Agreement (Vertex, Inc.)

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Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended The term and provisions of extended Revolving Credit Commitments effected made pursuant to any such extension: (i) shall have a yield as may be agreed by the Borrower and the Revolving Extension Request and Lenders making such Revolving Extension Amendment shall be subject Credit Commitment extensions; provided that the yield applicable to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing thesuch extended Revolving Credit Commitments (it being understood after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the non-extended Revolving Credit Commitments of such Class (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the non-extended Revolving Credit Commitments is increased so as to cause the then applicable interest rate under this Agreement on the non-extended Revolving Credit Commitments of such Class (including any upfront or similar fees or US_ACTIVE:\44299297\214\35899.0483 original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the extended Revolving Credit Commitments of such Class (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) minus 0.50%; provided that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election arrangers of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended extended Revolving Credit Commitments (and related outstandingsor their respective affiliates) and under this Section 2.15 shall be excluded; (ii) shall have a maturity date that is not prior to the maturity date of the non-extended Revolving Credit Commitments of such other covenants Class and terms which apply will require no scheduled amortization or mandatory commitment reduction prior to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Revolving Credit Commitments of such Class; (including any iii) shall otherwise have terms and conditions that are substantially identical to, or less favorable to the investors providing such Extended extended Revolving Credit CommitmentCommitments than, the terms of the non-extended Revolving Credit Commitments of such Class; and (iv) and repayments thereunder the extended Revolving Credit Commitments shall be made on a pro rata basis effected by an extension agreement (except for (x) any payments of interest and fees at different rates on any the “Revolving Extension Series (Agreement”) executed by the Borrower, the Administrative Agent and related outstandings) each Lender making such extended Commitment, in form and (y) repayments required upon substance satisfactory to each of them. The Revolving Extension Agreement may, without the applicable Revolving Credit Termination Date consent of any other Revolving Credit Commitments)Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

Terms of Extended Revolving Credit Commitments. Except The term and provisions of extended Revolving Credit Commitments made pursuant to such extension: (i) except as expressly provided hereinto (x) interest rates, all fees and final maturity (which shall, subject to immediately succeeding clause (ii), be determined by the Borrower and set forth in the relevant Extension Offer) and (y) any covenants or other provisions applicable only to periods after the Latest Maturity Date (in each case, as of the date of such Extension), the commitment of any Revolving Lender that agrees to an Extension (an “Extended Revolving Credit Commitments effected pursuant to any Commitment”; and the Revolving Extension Request and Loans thereunder, “Extended Revolving Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment termsLoans”), and the related outstandings, shall be subject to the same conditions as the then existing Revolving Credit Commitments (it being understood that customary arrangement or a revolving commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lendersrelated outstandings, as the case may be, may be different than those paid ) with respect the same terms (or terms not less favorable to the existing Revolving Credit Lenders under Lenders) as the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments original revolving commitments (and related outstandings) and provided hereunder; provided that (iix) such other covenants and terms which apply to the extent any period after the Latest Maturity Date that is in effect on the effective date non-extended portion of the Revolving Extension Amendment related thereto Facility then exists, (immediately prior to 1) the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under the Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) borrowing and repayments thereunder shall be made on a pro rata basis repayment (except for (xA) any payments of interest and fees at different rates on any Revolving Extension Series such revolving facilities (and related outstandings) and ), (yB) repayments required upon the applicable Maturity Date of such revolving facilities and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Extended Revolving Loans after the effective date of such Extended Revolving Credit Termination Date Commitments shall be made on a pro rata basis with such portion of the Revolving Facility, (2) all swingline loans or letters of credit made or issued, as applicable, under any Extended Revolving Credit Commitment shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment of Revolving Loans with respect to, and termination of commitments under, any such Extended Revolving Credit Commitment after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis with such portion of the Revolving Facility, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such revolving facility on a greater than pro rata basis as compared with any other revolving facility with a later maturity date than such revolving facility and (y) at no time shall there be more than three separate Classes of revolving commitments hereunder (including Revolving Credit Commitments, Increased Revolving Credit Commitments and Extended Revolving Credit Commitments); (ii) no Extended Revolving Credit Commitments or Extended Revolving Loans shall have a final maturity date earlier than (or require commitment reductions prior to) the then applicable Latest Revolving Loan Maturity Date; (iii) the aggregate principal amount of Loans or commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans or commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; (iv) shall otherwise have terms and conditions that are substantially identical to, or less favorable to the investors providing such extended Revolving Credit Commitments than, the terms of the non-extended Revolving Credit Commitments; (v) each Extension shall be in a minimum amount of $5,000,000; (vi) all documentation in respect of such Extension shall be consistent with the foregoing; and (vii) the Extended Revolving Credit Commitments shall be effected by an extension agreement (the “Revolving Extension Agreement”) executed by the Borrower, the Administrative Agent and each Lender making such extended Commitment, in form and substance satisfactory to each of them. The Revolving Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.26.

Appears in 1 contract

Samples: Credit Agreement (SFX Entertainment, INC)

Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended The term and provisions of extended Revolving Credit Commitments effected made pursuant to any such extension: (i) shall have a yield as may be agreed by the Borrower and the Revolving Extension Request and Lenders making such Revolving Extension Amendment shall be subject Credit Commitment extensions; provided that the yield applicable to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing extended Revolving Credit Commitments (it being understood after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the non-extended Revolving Credit Commitments (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.25% per annum unless the interest rate with respect to the non-extended Revolving Credit Commitments is increased so as to cause the then applicable interest rate under this Agreement on the non-extended Revolving Credit Commitments (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the extended Revolving Credit Commitments (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) minus 0.25%; provided that customary arrangement or commitment fees payable to one or more Arrangers (or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Restatement Effective Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Commitment Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election arrangers of the Borrower (in consultation with the Administrative Agent), the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended extended Revolving Credit Commitments (and related outstandingsor their respective affiliates) and under this Section 2.15 shall be excluded; (ii) such other covenants shall have a maturity date that is not prior to the maturity date of the non-extended Revolving Credit Commitments and terms which apply will require no scheduled amortization or mandatory commitment reduction prior to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Extension Amendment related thereto Credit Commitments; (immediately prior iii) shall otherwise have terms and conditions that are substantially identical to, or less favorable to the establishment investors providing such extended Revolving Credit Commitments than, the terms of such Extended the non-extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all borrowings under ; and (iv) the extended Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis effected by an extension agreement (except for (x) any payments of interest and fees at different rates on any the “Revolving Extension Series (Agreement”) executed by the Borrower, the Administrative Agent and related outstandings) each Lender making such extended Commitment, in form and (y) repayments required upon substance satisfactory to each of them. The Revolving Extension Agreement may, without the applicable Revolving Credit Termination Date consent of any other Revolving Credit Commitments)Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.

Appears in 1 contract

Samples: Credit Agreement (University Club, Inc. (FL))

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