Common use of Extended Loans Clause in Contracts

Extended Loans. (a) The Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, request that all or a portion of the Term Loans of any Class (for any such Class, the “Existing Term Loans”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Term Loans (any such Existing Term Loans which have been so converted, the “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders of such Existing Term Loans) (a “Term Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially similar to the Existing Term Loans from which they are to be converted, except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), (ii) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for such Existing Term Loans and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii), in each case, to the extent provided in the applicable Extension Amendment. No Lender shall have any obligation to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were converted.

Appears in 5 contracts

Samples: Converting Term Lender (Sabre Corp), Credit Agreement (Sabre Corp), Credit Agreement (Sabre Corp)

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Extended Loans. (a) The Borrower Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Company may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of under any Class Subfacility (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Borrower Company shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 3 contracts

Samples: Credit Agreement (Resolute Forest Products Inc.), Fourth Amendment (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, the U.S. Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Default or Event of the Lenders of the applicable Class, Default then exists request that all or a portion of any initial Tranche of the B Term Loans, C Term Loans, Incremental Term Loans, U.S. Borrower Revolving Loans of any Class or Canadian Borrower Revolving Loans (for any such Classeach, the an “Existing B Term LoansLoan Tranche) , “Existing C Term Loan Tranche”, “Existing Incremental Term Loan Tranche”, “Existing U.S. Borrower Revolving Loan Tranche” and “Existing Canadian Borrower Revolving Loan Tranche”, respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing B Term Loans, C Term Loans, Incremental Term Loans, U.S. Borrower Revolving Loans or Canadian Borrower Revolving Loans (any such Existing Term Loans which have been so converted, the “Extended B Term Loans”, “Extended C Term Loans”, “Extended Incremental Term Loans”, “Extended U.S. Borrower Revolving Loans” and “Extended Canadian Borrower Revolving Loans”, respectively) and to provide for other terms consistent with this Section 2.162.14. In order to establish any Extended Term Loans, the U.S. Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such under the applicable Existing Term LoansTranche) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be substantially similar identical as offered to each Lender under the relevant Existing Tranche (including as to the proposed interest rates and fees payable) and (y) be identical to the Loans under the relevant Existing Term Loans Tranche from which they such Extended Loans are to be converted, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates later than the scheduled amortization date payments of principal of the Loans of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), (ii) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for such Existing Term Loans and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii), in each caseLoan Tranche, to the extent provided in the applicable Extension Amendment. No Lender ; (ii) repayments of principal of the Extended U.S. Borrower Revolving Loans and Extended Canadian Borrower Revolving Loans may be delayed to later dates than the Initial Revolving Loan Maturity Date; (iii) the Effective Yield with respect to the Extended Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of such Existing Tranche to the extent provided in the applicable Extension Amendment; provided that if at the time of the effectiveness of any Extension Amendment with respect any new Extended Loans, Extended Loans of another Extension Series converted from the same Existing Tranche remain outstanding, then if the Effective Yield in respect of such new Extended Loans shall have at any obligation time (over the life of such Extended Loans) exceed by more than 0.50% the Effective Yield on the then outstanding Extended Loans pursuant to agree such other Extension Series, the Applicable Margin applicable thereto shall be increased to have the extent necessary so that at all times thereafter the Extended Loans of each such existing Extension Series do not receive less than the Effective Yield with respect to such new Extended Loans less 0.50%; (iv) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of its Existing Term Loans converted into the Extension Amendment (immediately prior to the establishment of such Extended Loans); (v) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Loans under the relevant Existing Tranche from which such Extended Loans have been converted before applying any such proceeds to prepay such Extending Term Loans; and (vi) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Loans under the relevant Existing Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by the Borrowers and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which such Term Loans were converted) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Loans then outstanding. Any Extended Loans converted pursuant to any Extension Request. The Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans, as applicable, for all purposes of this Agreement; provided that any Extended Loans shall constitute a separate Class of Term Loans converted from an Existing Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loans from which they were convertedTranche.

Appears in 3 contracts

Samples: Credit Agreement (BWAY Holding CO), Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of under any Class Subfacility (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 3 contracts

Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.32, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, time request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.32. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Latest Maturity Date; (ii) the interest margins All-In Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins All-In Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (ii)immediately prior to the establishment of such Extended Revolving Loans)and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 2 contracts

Samples: Revolving Loan Credit Agreement (Forum Merger Corp), Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, time request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 2 contracts

Samples: Revolving Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Revolving Loans from which they such Extended Revolving Loans are to be converted, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Initial Maturity Date; (ii) the interest margins effective yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins effective yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (ii)immediately prior to the establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 2 contracts

Samples: Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Cenveo, Inc)

Extended Loans. (a) The Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, time request that all or a portion of the Term Loans or Commitments of any a given Class (for any such Classeach, the “an “ Existing Term LoansLoan Tranche”) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Existing Term Loans or Commitments (any such Existing Term Loans or Commitments which have been so convertedamended, the “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.18. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such under the applicable Existing Term LoansLoan Tranche) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be substantially similar identical as offered to each Lender under such Existing Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Loans from under the applicable Existing Loan Tranche to which they are to be convertedsuch amended Extended Loans relate, except that that: (i) the scheduled final maturity date shall be extended and with respect to any Term Facility Loan, all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates later than the scheduled amortization date payments of principal of the Loans of such Existing Term Loans (with any such delay resulting in a corresponding adjustment Loan Tranche, to the scheduled amortization payments reflected extent provided in Section 2.07, the Incremental Term Facility applicable Extension Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), ; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for the Loans of such Existing Term Loans and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii)Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment. No Lender ; (iii) the Extension Amendment may provide for other covenants and terms that (x) apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Loans) or (y) are on current market terms (as determined by the Borrower in good faith) and (iv) Extended Loans may have optional prepayment terms (including call protection) as may be agreed by the Borrower and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) with respect to any obligation Extended Loan constituting a Term Facility Loan, other than with respect to agree Customary Bridge Loans, in no event shall the Maturity Date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) with respect to have any Extended Loan constituting a Term Facility Loan, other than with respect to Customary Bridge Loans, the Weighted Average Life to Maturity of its any Extended Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto), (D) with respect to any extension of an Existing Loan Tranche consisting of revolving credit commitments established hereunder, in no event shall the Maturity Date of any Extended Loans converted into of the relevant Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other revolving credit commitments established hereunder and (E) any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the ABL Credit Agreement and the Intercreditor Agreement (in each case, to the extent the ABL Credit Agreement and the Intercreditor Agreement are then in effect). Any Extended Loans amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Loans for all purposes of this Agreement; provided that any Extended Loans amended from an Existing Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Loans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from , which may be waived by the Existing Term Loans from which they were convertedBorrower in its sole discretion.

Appears in 2 contracts

Samples: Credit Agreement (Mattress Firm Group Inc.), Credit Agreement (Mattress Firm Group Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a BACK portion of the Term Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Bway Intermediate Company, Inc.)

Extended Loans. Commitments shall be established pursuant to an amendment (a) The Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, request that all or a portion of the Term Loans of any Class (for any such Class, the Existing Term LoansExtension Agreement”) be converted to extend this Agreement (which, except to the scheduled maturity date(s) extent expressly contemplated by the penultimate sentence of any payment of principal with respect to all or a portion of any principal amount of such Existing Term Loans (any such Existing Term Loans which have been so converted, the “Extended Term Loans”this Section 2.24(d) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice notwithstanding anything to the Administrative Agent (whereupon the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders of such Existing Term Loans) (a “Term Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall be substantially similar to the Existing Term Loans from which they are to be converted, except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as contrary set forth in paragraph (d) Section 9.08, shall not require the consent of this Section 2.16 below), (ii) any Lender other than the interest margins Extending Lenders with respect to the Extended Term Loans may be higher or lower than Loans/Commitments established thereby) executed by the interest margins for such Existing Term Loans Loan Parties, the Administrative Agent and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in Extending Lenders. In addition to any terms and changes required or in lieu of any increased margins contemplated permitted by the preceding clause (iiSection 2.24(d), each Extension Agreement in each case, to the extent provided in the applicable Extension Amendment. No Lender shall have any obligation to agree to have any respect of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate amend the scheduled amortization payments pursuant to Section 2.11(a) or the applicable Incremental Agreement or Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Class in the same proportion as the amount of Term Loans from which they were convertedof the Existing Class is to be reduced pursuant to such Extension Agreement (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension Agreement, the Canadian Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the applicable Extending Lenders as to the enforceability of such Extension Agreement, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and covering customary matters.

Appears in 1 contract

Samples: Credit Agreement (Telesat Holdings Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Revolving Loans from which they such Extended Revolving Loans are to be converted, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Initial 76 Maturity Date; (ii) the interest margins effective yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins effective yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (ii)immediately prior to the establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Revolving Credit Agreement (VERRA MOBILITY Corp)

Extended Loans. Commitments shall be established pursuant to an amendment (aan “Extension Agreement”) The Borrower may at to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(c) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any time Lender other than the Extending Lenders with respect to the Extended Loans/Commitments established thereby) executed by the Credit Parties, the Administrative Agent and from time the Extending Lenders. In addition to timeany terms and changes required or permitted by Section 2.15(a), by making an offer on a pro rata basis each Extension Agreement in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to each of the Lenders of Section 2.5 or the applicable Class, request that all Incremental Agreement or a portion Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce each scheduled Repayment Amount for the Existing Class in the same proportion as the amount of Term Loans of any the Existing Class is to be reduced pursuant to such Extension Agreement (for any such Class, it being understood that the “Existing Term Loans”) be converted to extend the scheduled maturity date(s) amount of any payment of principal Repayment Amount payable with respect to all or a portion of any principal amount individual Term Loan of such Existing Term Loans (any such Existing Term Loans which have been so converted, the “Class that is not an Extended Term Loans”) and to provide for other terms consistent with this Section 2.16Loan shall not be reduced as a result thereof). In order to establish connection with any Extended Term LoansExtension Agreement, the Borrower shall provide a notice deliver an opinion of counsel reasonably acceptable to the Administrative Agent (whereupon i) as to the Administrative Agent shall promptly make a copy enforceability of such notice available to each Extension Agreement, this Agreement as amended thereby, and such of the Lenders other Credit Documents (if any) as may be amended thereby (in the case of such other Credit Documents as contemplated by the immediately preceding sentence) and covering other customary matters and (ii) to the effect that such Extension Agreement, including the Extended Loans/Commitments provided for therein, does not conflict with or violate the terms and provisions of Section 13.1 of this Agreement. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Term LoansLoan Class or Class of Existing Revolving Credit Commitments is exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a a) above (an Extension Date”), (I) in the case of the existing Term Extension Request”) setting forth Loans of each Extending Lender, the proposed terms aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so exchanged by such Lender on such date, and the Extended Term Loans to be established, which shall be substantially similar to the Existing Term Loans from which they are to be converted, except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, established as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), (ii) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for such Existing Term Loans and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii), in each case, to the extent provided in the applicable Extension Amendment. No Lender shall have any obligation to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II) in the case of the Existing Revolving Credit Commitments of each Extending Lender under any Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Revolving Credit Commitments (and related letters of credit participations and participations in swingline loans) shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments (and related letters of credit participations and participations in swingline loans) so exchanged by such Lender on such date (or by any greater amount as may be agreed by the Borrower and such Lender), and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Term Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Credit Loans from which they were converted.of any Extending Lender are outstanding

Appears in 1 contract

Samples: Credit Agreement (GCM Grosvenor Inc.)

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Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of under any Class Subfacility (for any such Class, other than the U.S. FILO SubfacilityLoans) (the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Initial Maturity Date; (ii) the interest margins effective yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins effective yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extensions Amendment (ii)immediately prior to the establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Revolving Credit Agreement (Custom Truck One Source, Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of any Class (for any such Class, other than FILO Loans) (the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Extended Loans. Revolving Credit Commitments shall be established pursuant to an amendment (aan “Extension Agreement”) The Borrower may at any time to this Agreement (which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(c) and from time notwithstanding anything to timethe contrary set forth in Section 10.01, by making an offer on a pro rata basis to each of shall not require the Lenders of the applicable Class, request that all or a portion of the Term Loans consent of any Class (for any such ClassLender other than the Extending Lenders with respect to the Extended Loans/Revolving Credit Commitments established thereby) executed by the Loan Parties, the Administrative Agent and the Extending Lenders. Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Class of Existing Term Loans”) be Revolving Credit Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph (a) above (an “Extension Date”), (A) in the case of the Existing Revolving Credit Commitments of each Extending Lender under any payment of principal with respect to all or a portion of any Specified Existing Revolving Credit Commitment Class, the aggregate principal amount of such Existing Term Revolving Credit Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Revolving Credit Commitments so converted or exchanged by such Lender on such date (or by any greater amount as may be agreed by the Borrowers and such Lender), and such Extended Revolving Credit Commitments shall be established as a separate Class of revolving credit commitments from the Specified Existing Revolving Credit Commitment Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B) if, on any Extension Date, any Existing Revolving Credit Loans of any Extending Lender are outstanding under the Specified Existing Revolving Credit Commitment Class, such Existing Revolving Credit Loans (and any related participations) shall be deemed to be converted or exchanged to Extended Revolving Credit Loans (and related participations) of the applicable Class in the same proportion as such Extending Lender’s Specified Existing Term Loans which have been so converted, Revolving Credit Commitments Class to Extended Revolving Credit Commitments of such Class. (d) In the “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans, the Borrower shall provide a notice to event that the Administrative Agent (whereupon determines in its sole discretion that the Administrative Agent shall promptly make a copy of such notice available to each of the Lenders of such Existing Term Loans) (a “Term Extension Request”) setting forth the proposed terms allocation of the Extended Term Loans to be established, which shall be substantially similar to the Existing Term Loans from which they are to be converted, except that (i) the scheduled final maturity date shall be extended and all or any Revolving Credit Commitments of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loansgiven Extension Series, in each case to a given Lender was incorrectly determined as set forth in paragraph (d) a result of this Section 2.16 below), (ii) the interest margins with respect to the Extended Term Loans may be higher or lower than the interest margins for such Existing Term Loans and (iii) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by the preceding clause (ii), in each case, to the extent provided manifest administrative error in the applicable receipt and processing of an Extension Amendment. No Election timely submitted by such Lender shall have any obligation to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from in accordance with the Existing Term Loans from which they were converted.98

Appears in 1 contract

Samples: Abl Credit Agreement (Utz Brands, Inc.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of under any Class Subfacility (for any such Class, other than the U.S. FILO Subfacility) (the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, time request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Revolving Loans from which they such Extended Revolving Loans are to be converted, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Initial Maturity Date; (ii) the interest margins effective yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins effective yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Loans hereunder that is in effect on the effective date of the Extension Amendment (ii)immediately prior to the establishment of such Extended Revolving Loans) and (B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Revolving Credit Agreement (Interior Logic Group Holdings, LLC)

Extended Loans. (a) The Borrower Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrowers may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish any Extended Term Revolving Loans, the applicable Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (iiv) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans Maturity Date; (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), (iiv) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iiivi) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Credit Agreement (Performance Sports Group Ltd.)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.12, the Borrower may at any time and from time to time, by making an offer on a pro rata basis to each time when no Event of the Lenders of the applicable Class, Default then exists request that all or a portion of the Term Loans of any Class (for any such Class, the “Existing Term Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Loans (any such Existing Term Loans which have been so converted, the “Extended Term Loans”) and to provide for other terms consistent with this Section 2.162.12. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedLoans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Loans at the preceding clause time of establishment thereof be earlier than the Maturity Date of any other Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Loans then outstanding. Any Extended Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Loans, as applicable, for all purposes of this Agreement; provided that any Extended Loans converted from Existing Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Loans.

Appears in 1 contract

Samples: Credit Agreement (ONESPAWORLD HOLDINGS LTD)

Extended Loans. (a) The Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Lead Borrower may at any time and from time to time, by making an offer on a pro rata basis to each of the Lenders of the applicable Class, time request that all or a portion of the Term then-existing Revolving Loans of any Class (for any such Class, the “Existing Term Revolving Loans”) ), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a any portion of any the principal amount (and related outstandings) of such Existing Term Revolving Loans (any such Existing Term Revolving Loans which have been so converted, the “Extended Term Revolving Loans”) and to provide for other terms consistent with this Section 2.162.19. In order to establish . any Extended Term Revolving Loans, the Lead Borrower shall provide a notice to the Administrative Agent (whereupon the Administrative Agent who shall promptly make provide a copy of such notice available to each of the Lenders of such Existing Term LoansLenders) (a each, an Term Extension Request”) setting forth the proposed terms of the Extended Term Revolving Loans to be established, which shall (x) be substantially similar identical as offered to each Lender (including as to the proposed interest rates and fees payable) and (y) be identical to the Existing Term Loans from which they are to be convertedRevolving Loans, except that that: (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments repayments of principal of the Extended Term Revolving Loans may be delayed to later dates later than the scheduled amortization date of such Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07, the Incremental Term Facility Amendment, or the Refinancing Amendment, as the case may be, with respect to such Existing Term Loans, in each case as set forth in paragraph (d) of this Section 2.16 below), Maturity Date; (ii) the interest margins Effective Yield with respect to the Extended Term Revolving Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield for such the Existing Term Revolving Loans to the extent provided in the applicable Extension Amendment; and (iii) additional fees the Extension Amendment may be payable provide for other covenants and terms that apply solely to any period after the Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the Lenders providing establishment of such Extended Term Loans Revolving Loans); provided, however, that (A) in addition to or in lieu no event shall the final maturity date of any increased margins contemplated by Extended Revolving Loans at the preceding clause time of establishment thereof be earlier than the then Maturity Date of any other Revolving Loans hereunder and (ii)B) the Weighted Average Life to Maturity of any Extended Revolving Loans at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Revolving Loans then outstanding. Any Extended Revolving Loans converted pursuant to any Extension Request shall be designated a series (each, in each casean “Extension Series”) of Extended Revolving Loans, as applicable, for all purposes of this Agreement; provided that any Extended Revolving Loans converted from Existing Revolving Loans may, to the extent provided in the applicable Extension Amendment. No Lender shall have , be designated as an increase in any obligation previously established Extension Series with respect to agree to have any of its Existing Term Loans converted into Extended Term Loans pursuant to any Extension Request. The Extended Term Loans shall constitute a separate Class of Term Loans from the Existing Term Loans from which they were convertedsuch Revolving Loans.

Appears in 1 contract

Samples: Revolving Credit Agreement (PAE Inc)

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