Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 5 contracts
Samples: Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than as provided in clause (C) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrower) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on such date).
Appears in 4 contracts
Samples: Credit Agreement (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than as provided in clause (C) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrower) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (w) all or any of the final maturity dates date of such the Extended Tranches Tranche may be delayed to later dates than the final maturity dates date of the Specified Existing Tranche, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such the Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on or after such date).
Appears in 4 contracts
Samples: Credit Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II), Credit Agreement (Ping Identity Holding Corp.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than as provided in clause (C) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrower) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on such date).
Appears in 4 contracts
Samples: Credit Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)
Extension Amendments. (a) The Borrower Borrowers (on a joint and several basis as between the Borrowers) may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments of the Commitments or the Loans (including any Extended Loans), each existing at the time of such request (eachany such Commitment, an “Existing TrancheCommitment” and the Loans of any such Trancheexisting outstanding Loans, the “Existing Loans”) be converted to extend extend, in the case of Commitments, the termination date thereof and and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche thereof (any such Existing Tranche Commitment which has been so extended, an “Extended TrancheCommitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the Loans case of such Tranchea Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.26. In order to establish any Extended TrancheCommitment, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitment to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than as provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche Commitment from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches may Commitment shall be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing TrancheCommitment, (xy) (A) the interest margins with respect to the Extended Tranche Commitment may be higher or lower than the interest margins for the Specified Existing Tranche Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitment in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment of any Extended Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and Other Term Loans; provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment, (3) (x) the final maturity of any Extended Loans shall not be earlier than any Loans made under the applicable Specified Existing Commitment in respect thereof and (zy) amortization with respect to if such Extended Loans are term loans made under a term facility, the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does Loans shall not have a weighted average life to maturity shorter than any loans made under the remaining weighted average life applicable Specified Existing Commitment in respect thereof, (4) each Lender in the Specified Existing Commitment shall be permitted to maturity participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Tranche; provided thatCommitment, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, (5) assignments and participations of Extended Tranches Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche Commitment converted into an Extended Tranche Commitment or Extended Loan pursuant to any Extension Request. Any Extended Tranche Commitment shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Class from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date).
Appears in 4 contracts
Samples: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, Section 2.21; provided that any such request shall be made by the Borrower may elect to certain Lenders specified by the Borrower with Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of Loans); it being understood that each Lender under the applicable Tranche or Tranches that are being requested to extend an Existing shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender in such Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansor Tranches. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms and conditions of the Extended Tranche to be established, which Extension Request may terms and conditions (subject to the proviso at the end of this Section 2.21(a), excluding pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions which shall be modified, revoked, or revoked and reissued determined by the Borrower at any time prior to and the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment Lenders thereunder) shall be substantially similar identical to those applicable to the terms and conditions of the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), or (when taken as a whole) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable less favorable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated Loans (as determined by the preceding clause Borrower in good faith) (A)except for covenants or other provisions (x) applicable only to periods after the applicable Latest Maturity Date of the Existing Loans, or (y) that are added to this Agreement for the commitment fee, if any, with respect to benefit of the Extended Tranche Lenders hereunder (which may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Trancheaccomplished without further amendment requirements)); provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be in an amount less than $5,000,000 and integral multiples of $1,000,000 above such amount, (2) to the extent secured, no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche on the same terms and conditions as each other Lender in accordance with its pro rata share of the Specified Existing Tranche, (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04, (7) no Event of Default would exist immediately after giving effect to the funding of such Extended Loans and (8) no extension shall be permitted pursuant to this Section 2.21 unless Lenders holding not less than a majority of the principal amount of such Loans to be extended consent to such extension. No requested Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on such date).
Appears in 3 contracts
Samples: Credit Agreement (Blend Labs, Inc.), Credit Agreement (Par Technology Corp), Credit Agreement (2U, Inc.)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Revolving Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.7. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.7 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments but other than any FILO Tranche), (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 3 contracts
Samples: Credit Agreement (US Foods Holding Corp.), Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including portion of the (i) Term Loans of one or more Tranches, of any commitments or the Loans Tranches (including any Extended Term Loans), each ) existing at the time of such request (each, an “Existing Term Tranche” ”, and the Term Loans of such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche” ”, and the Term Loans or Revolving Commitments, as applicable, of such TrancheExtended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.62.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the provisions of this subsection 2.62.5, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued replaced by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.5 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and Initial Revolving Commitments, as applicable, set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Subject to the second sentence of this paragraph (a), any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsRevolving Commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 3 contracts
Samples: Credit Agreement (Frontdoor, Inc.), Credit Agreement (Frontdoor, Inc.), Credit Agreement (Servicemaster Global Holdings Inc)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Revolving Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.7. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.7 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments), (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Us Foods, Inc.), Great North Imports, LLC
Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans Pro Rata Revolving Credit Commitments and/or the ANZ Revolving Credit Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection Section 2.6. Subject ; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) ), except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (x) (Ay)(A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.6, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (II) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Pro Rata Revolving Credit Commitments and/or ANZ Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 2 contracts
Samples: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals North America Inc)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.10. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.10 or otherwise, (1) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments) of Loans (including all Extended Tranches) shall be made on a pro rata basis with all other outstanding Loans (including all Extended Tranches), (2) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Tranche B Term Loans set forth in subsection 10.6Section 11.6, and (3) no termination of Extended Tranches and no permanent repayment of Extended Tranches accompanied, if applicable, by a corresponding permanent reduction in the applicable commitment shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding reduction), as applicable, of all earlier maturing Tranches (including Extended Tranches) (or all earlier maturing Tranches (including Extended Tranches) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Hertz Global Holdings Inc), Credit Agreement (Hertz Global Holdings Inc)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.7 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments), (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Credit Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 2 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Extension Amendments. (a) The So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a portion, including one or more Tranches, portion of any commitments Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Loans Borrower (including any Extended such Revolving Credit Commitments, the “Original Revolving Credit Commitments”, collectively with the Original Term Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansOriginal Class”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may elect to extend be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Class of Loans. In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Class, the Borrower shall provide a notice to the Administrative Agent and any applicable Additional Arranger administering the Original Class (who shall provide a copy of such notice to each Lender who has Loans or Commitments of the Lenders of Original Class) in such form as approved from time to time by the Borrower and the applicable Existing Tranche) Additional Arranger (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedClass, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Class may be delayed to later dates than a date after the final maturity dates Maturity Date of the Specified Existing TrancheOriginal Class, (x) Extended Term Loans may have different amortization payments than the Original Term Loans; provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted, (Ay) the interest margins All-In Yield with respect to any Loans or Commitments of the Extended Tranche Class may be higher or lower than the interest margins for All-In Yield with respect to any Loans or Commitments of the Specified Existing Tranche and/or Original Class and (z)(A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, and (B) additional the Extended Revolving Credit Commitments (i) shall provide that the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Extended Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (ii) below)) of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be payable made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the Lenders providing related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Tranche in addition Term Loans to or in lieu an aggregate amount equal to the product of any change in margins contemplated by the preceding clause (A)) the original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (y) the commitment fee, if any, denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the any individual Non-Extended Term Tranche may Loan shall not be greater or lesser than amortization for reduced as a result thereof without the Specified Existing Tranche, so long as consent of the holder of such individual Non-Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6Loan). No Lender shall have any obligation to agree to have any of its Existing Original Term Loans or, if applicable, commitments of any Existing Tranche or Original Revolving Credit Commitments converted into an Extended Tranche Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Extension Amendments. (a) The So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a portion, including one or more Tranches, portion of any commitments Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Loans Borrower (including any Extended such Revolving Credit Commitments, the “Original Revolving Credit Commitments”, collectively with the Original Term Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansOriginal Class”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may elect to extend be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Class of Loans. In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Class, the Borrower shall provide appoint a notice Person that is a financial institution or Affiliate thereof to arrange the Extended Term Loans or Extended Revolving Credit Commitments (who may be (i) the Administrative Agent Agent, or (who i) any other Person appointed by the Borrower in consultation with the Administrative Agent) (the “Extension Arranger”). The Extension Arranger shall provide a copy of such notice to each Lender who has Loans or Commitments of the Lenders of Original Class and the Administrative Agent in such form as approved from time to time by the Borrower and the applicable Existing Tranche) Extension Arranger (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedClass, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Class may be delayed to later dates than a date after the final maturity dates Maturity Date of the Specified Existing TrancheOriginal Class, (x) Extended Term Loans may have different amortization payments than the Original Term Loans; provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted, (Ay) the interest margins All-In Yield with respect to any Loans or Commitments of the Extended Tranche Class may be higher or lower than the interest margins for All-In Yield with respect to any Loans or Commitments of the Specified Existing Tranche and/or Original Class and (z) (A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans and (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by Revolving Credit Commitments (i) shall provide that the preceding clause borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (yB) repayments required upon the commitment feeMaturity Date of the Extended Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (ii) below)) of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, if anyand termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Tranche may be higher or lower than the commitment fee, if any, Term Loans to reduce each scheduled installment for the Specified Existing Tranche, in each case such Non-Extended Term Loans to an aggregate amount equal to the extent provided in product of (A) the applicable Extension Amendment, and (z) amortization original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Tranche may be greater or lesser than amortization for Loans and (C) the Specified Existing Tranche, so long as denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Term Tranche does Loan shall not have be reduced as a weighted average life to maturity shorter than result thereof without the remaining weighted average life to maturity consent of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations holder of such individual Non-Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6Loan). No Lender shall have any obligation to agree to have any of its Existing Original Term Loans or, if applicable, commitments of any Existing Tranche or Original Revolving Credit Commitments converted into an Extended Tranche Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Extension Amendments. (a) The Notwithstanding anything to the contrary herein but subject to the terms of any applicable subordination or intercreditor agreement, the Borrower may at any time and may, by written notice to the Administrative Agent from time to time request that all or a portiontime, including make one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request offers (each, an “Existing Tranche” Extension Offer”) to all the Lenders of any Class to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization of the Loans and/or Revolving Commitments of the accepting Lenders to be extended and (B) increase the Applicable Margin, Applicable Percentage or other fees payable with respect to the Loans and/or Revolving Commitments of the accepting Lenders (each, an “Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (x) the terms and conditions of the requested Extension Amendment and (y) the date on which such TrancheExtension Amendment is requested to become effective. An Extension Amendment shall become effective only with respect to the Loans and/or Revolving Commitments of the Lenders that accept the applicable Extension Offer (such Lenders, the “Existing LoansExtending Lenders”) be converted to extend and, in the termination date thereof and the scheduled maturity date(s) case of any payment of principal Extending Lender, only with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been so extendedmade (such Loans, to the extent Term Loans, “Extended TrancheTerm Loans” and and, to the Loans of such Trancheextent Revolving Loans, the “Extended Revolving Loans”) , and to provide for such Revolving Commitments, “Extended Revolving Commitments”). The Borrower, each other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans Loan Party and each Extending Lender shall become Extended Loans execute and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice deliver to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) modification agreement (an “Extension RequestAgreement”) setting forth and such other documentation as the proposed Administrative Agent shall reasonably specify to evidence the acceptance of such Extension Amendment and the terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Extension Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins evidenced thereby and only with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, Loans and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity Commitments of the Specified Existing Tranche; provided that, notwithstanding anything Extending Lenders as to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on which such date)Lenders’ acceptance has been made.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Extension Amendments. (a) The Notwithstanding anything to the contrary herein but subject to the terms of any applicable subordination or intercreditor agreement, the Borrower may at any time and may, by written notice to the Administrative Agent from time to time request that all or a portiontime, including make one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request offers (each, an “Existing Tranche” Extension Offer”) to all the Lenders of any Class to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization of the Loans and/or Revolving Commitments of the accepting Lenders to be extended and (B) increase the Applicable Margin, Applicable Percentage or other fees payable with respect to the Loans and/or Revolving Commitments of the accepting Lenders (each, an “Extension Amendment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (x) the terms and conditions of the requested Extension Amendment and (y) the date on which such TrancheExtension Amendment is requested to become effective. An Extension Amendment shall become effective only with respect to the Loans and/or Revolving Commitments of the Lenders that accept the applicable Extension Offer (such Lenders, the “Existing LoansExtending Lenders”) be converted to extend and, in the termination date thereof and the scheduled maturity date(s) case of any payment of principal Extending Lender, only with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche Lender’s Loans and/or Revolving Commitments as to which such Lender’s acceptance has been so extendedmade (such Loans, “Extended Tranche” Revolving Loans”, and the Loans of such TrancheRevolving Commitments, the “Extended LoansRevolving Commitments”) ). The Borrower, each other Loan Party and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans each Extending Lender shall become Extended Loans execute and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice deliver to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) modification agreement (an “Extension RequestAgreement”) setting forth and such other documentation as the proposed Administrative Agent shall reasonably specify to evidence the acceptance of such Extension Amendment and the terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Extension Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins evidenced thereby and only with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, Loans and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity Commitments of the Specified Existing Tranche; provided that, notwithstanding anything Extending Lenders as to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on which such date)Lenders’ acceptance has been made.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments of the Commitments or the Loans (including any Extended Loans), each existing at the time of such request (eachany such Commitment, an “Existing TrancheCommitment” and the Loans of any such Trancheexisting outstanding Loans, the “Existing Loans”) be converted to extend extend, in the case of Commitments, the termination date thereof and and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche thereof (any such Existing Tranche Commitment which has been so extended, an “Extended TrancheCommitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the Loans case of such Tranchea Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.26. In order to establish any Extended TrancheCommitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitment to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than as provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche Commitment from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches may Commitment shall be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing TrancheCommitment, (xy) (A) the interest margins with respect to the Extended Tranche Commitment may be higher or lower than the interest margins for the Specified Existing Tranche Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitment in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment of any Extended Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and Other Term Loans; provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment, (3) (x) the final maturity of any Extended Loans shall not be earlier than any Loans made under the applicable Specified Existing Commitment in respect thereof and (zy) amortization with respect to if such Extended Loans are term loans made under a term facility, the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does Loans shall not have a weighted average life to maturity shorter than any loans made under the remaining weighted average life applicable Specified Existing Commitment in respect thereof, (4) each Lender in the Specified Existing Commitment shall be permitted to maturity participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Tranche; provided thatCommitment, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, (5) assignments and participations of Extended Tranches Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche Commitment converted into an Extended Tranche Commitment or Extended Loan pursuant to any Extension Request. Any Extended Tranche Commitment shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Class from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Enviva Partners, LP), Credit Agreement (Enviva Partners, LP)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranchestranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under each of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (KAR Auction Services, Inc.), Credit Agreement (KAR Auction Services, Inc.)
Extension Amendments. (a) The So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a portion, including one or more Tranches, portion of any commitments Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Loans Borrower (including any Extended such Revolving Credit Commitments, the “Original Revolving Credit Commitments”, collectively with the Original Term Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansOriginal Class”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may elect be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”). Prior to extend an Existing Tranche by combining the Existing Loans thereunder entering into any Extension Amendment with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order respect to establish any Extended TrancheOriginal Class, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each Lender who has Loans or Commitments of the Lenders of Original Class) in such form as approved from time to time by the applicable Existing Tranche) Borrower and the Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedClass, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Class may be delayed to later dates than a date after the final maturity dates Maturity Date of the Specified Existing TrancheOriginal Class, (x) Extended Term Loans may have different amortization payments than the Original Term Loans; provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted and (Ay) the interest margins All-In Yield with respect to any Loans or Commitments of the Extended Tranche Class may be higher or lower than the interest margins All-In Yield with respect to any Loans or Commitments of the Original Class. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Term Loans to an aggregate amount equal to the Specified Existing Tranche and/or product of (A) the original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) additional fees may be payable to a fraction, the Lenders providing numerator of which is the aggregate principal amount of such related Non-Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), Term Loans and (y) the commitment fee, if any, denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the any individual Non-Extended Term Tranche may Loan shall not be greater or lesser than amortization for reduced as a result thereof without the Specified Existing Tranche, so long as consent of the holder of such individual Non-Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6Loan). No Lender shall have any obligation to agree to have any of its Existing Original Term Loans or, if applicable, commitments of any Existing Tranche or Original Revolving Credit Commitments converted into an Extended Tranche Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (CSC Holdings LLC)
Extension Amendments. (a) The So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Loans then outstanding selected by the Loans Borrower (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Trancheseries, the “Existing Original Loans”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing “Extended Loans” and the remainder not so extended, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing the “Non-Extended Loans”). In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the Lenders of Borrower and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedLoans, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Loans may be delayed to later dates than a date after the final maturity dates of the Specified Existing TrancheFixed Maturity Date, (x) Extended Loans may have different amortization payments than the Original Loans; provided that the Weighted Average Life to Maturity of such Extended Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (Ay) the interest margins with respect to initial yield (including, without limitation, margins, fees and premiums) of the Extended Tranche Loans may be higher or lower than the interest margins for initial yield (including, without limitation, margins, fees and premiums) of the Specified Existing Tranche and/or Original Loans; provided, however, that if the initial yield on such Extended Loans (B) additional fees may as reasonably determined by the Administrative Agent to be payable equal to the Lenders providing sum of (x) the margin above the Adjusted LIBO Rate on such Extended Tranche in addition Loans (taking into account any interest rate floors with respect to or in lieu of any change in margins contemplated by the preceding clause (A), such Extended Loans) and (y) if the commitment Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such fee, if any, with respect to expressed as a percentage of the Extended Tranche may be higher or lower than the commitment feeLoans, if any, for the Specified Existing Tranche, in each case being referred to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long herein as the Extended Term Tranche does not have a weighted average life to maturity shorter than “Extension Fee”), the remaining weighted amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the Specified Existing Tranche; Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided that, notwithstanding anything under Section 2.11 with respect to the contrary in this subsection 2.6 or otherwiserelated Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product of (1) the original aggregate amount of such installment with respect to the Original Loans, assignments multiplied by (2) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Loans and participations (y) the denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Tranches Loan shall not be governed by reduced as a result thereof without the same or, at consent of the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6holder of such individual Non-Extended Loan). No Lender shall have any obligation to agree to have any of its Existing Original Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all time, without the consent of the Administrative Agent or a portionthe Required Lenders, including agree with one or more Tranches, of any commitments or Lenders that the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the scheduled termination date thereof and the scheduled maturity date(sor Maturity Date (as applicable) of any payment of principal with respect to all or a portion of any principal amount of such Lenders’ Commitments or Loans (including, for the avoidance of doubt, any previously Extended Revolving Loans), existing at the time of such request (any such Commitment, an “Existing Tranche Commitment” and any such existing outstanding Loans, the “Existing Loans”) be extended (any such Existing Tranche Commitment which has been so extended, an “Extended TrancheCommitment” and the Loans of any such TrancheExisting Loan whose scheduled maturity date(s) has or have been so extended, the an “Extended LoansRevolving Loan”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.25. In order to establish any Extended TrancheCommitment or Extended Revolving Loan, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting ), which Extension Request may be conditioned as determined by the Borrower and set forth in such Extension Request and will set forth the proposed terms of the Extended Tranche Commitment or Extended Revolving Loan to be established, which Extension Request may be modified, revoked, or revoked terms (other than as provided in clause (c) below and reissued by covenants and other provisions applicable to periods after the Borrower at Maturity Date of any time prior to the effectiveness of the Extension Amendment. The terms of an non-Extended Tranche to be established pursuant to an Extension Amendment Revolving Loans) shall be substantially similar identical to those applicable to the Existing Tranche Loans or Existing Commitment from which they are to be extended (any such Existing Commitment, the “Specified Existing TrancheCommitment” and any such Existing Loan, the “Specified Existing Loan”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches Commitment or Extended Revolving Loan may be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing TrancheCommitment or Specified Existing Loan (as applicable), (xy) (A) the interest margins with respect to the Extended Tranche Commitment or Extended Revolving Loan may be higher or lower than the interest margins for the Specified Existing Tranche Commitment or Specified Existing Loan (as applicable) and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitment or Extended Revolving Loan in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments and Existing Loans, (2) the final maturity of any Extended Revolving Loan shall not be earlier than any Loan made under the applicable Specified Existing Commitment in respect thereof, (3) each Lender with respect to the Specified Existing Commitment or Specified Existing Loans (as applicable) shall be permitted to participate in the Extended Commitment or Extended Revolving Loan (as applicable) in accordance with its pro rata share of the Specified Existing Commitment or Specified Existing Loan, (4) except with respect to periods after the Maturity Date of any non-Extended Commitments or non-Extended Revolving Loans, assignments and participations of Extended Tranches Commitments and Extended Revolving shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments any of any its Existing Tranche Commitment converted into an Extended Tranche Commitment or Extended Revolving Loan pursuant to any Extension Request. Any Extended Tranche Commitment shall constitute a separate Tranche commitment of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (World Point Terminals, LP), Credit Agreement (World Point Terminals, LP)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including portion of the Term Loans of one or more Tranches, of any commitments or the Loans Tranches (including any Extended Term Loans), each ) existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of such Tranche, the “Existing Term Loans”) ), be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Term Tranche (any such Existing Term Tranche which has been so extended, an “Extended Term Tranche” and the Term Loans of such TrancheExtended Term Tranches, the “Extended Term Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, 2.5; provided that (i) any such request shall be made by the Borrower may elect to extend an Existing Tranche all Lenders with Term Loans with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansBorrower. In order to establish any Extended Term Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Term Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Term Tranche from which they are to be extended (the “Specified Existing Term Tranche”) ), except (wx) all or any of the final maturity dates of such Extended Term Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Term Tranche, (xy) (A) the interest margins with respect to the Extended Term Tranche may be higher or lower than the interest margins for the Specified Existing Term Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Term Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Term Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Term Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.5 or otherwise, assignments and participations of Extended Term Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Term Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Term Tranche pursuant to any Extension Request. Any Extended Term Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Term Tranches and from any other Existing Term Tranches (together with any other Extended Term Tranches so established on such date).
Appears in 2 contracts
Samples: Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, Loans under an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansBorrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, assignments and participations of Extended Tranches Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans Initial Revolving Commitments and 2020 Revolving Commitments, as applicable, set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 2 contracts
Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments of the Commitments or the Loans (including any Extended Loans), each existing at the time of such request (eachany such Commitment, an “Existing TrancheCommitment” and the Loans of any such Trancheexisting outstanding Loans, the “Existing Loans”) be converted to extend extend, in the case of Commitments, the termination date thereof and and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche thereof (any such Existing Tranche Commitment which has been so extended, an “Extended TrancheCommitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the Loans case of such Tranchea Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.26. In order to establish any Extended TrancheCommitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitment to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than as provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche Commitment from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches may Commitment shall be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).Commitment,
Appears in 1 contract
Samples: Credit Agreement
Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans Revolving Credit Commitments (including any Extended LoansCommitments), each 109 existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection Section 2.6. Subject ; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) ), except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (x) (Ay)(A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, that notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.6, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (II) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided 110 in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Term Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Term Loans, an “Existing Tranche” and the Term Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Term Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modifiedterms (other than as provided in clause (C) below) shall either (taken as a whole), revokedat the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or revoked and reissued effectiveness (as determined by the Borrower at any time prior in good faith) or are reasonably satisfactory to the effectiveness Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) than those applicable to the Term Loans are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); 108 provided, further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.21(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.21(a) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) all or any of the final maturity dates date of such the Extended Tranches Tranche may be delayed to later dates than the final maturity dates date of the Specified Existing Tranche, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such the Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) the Extended Tranche shall not be, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Term Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Term Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on or after such date).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modifiedterms (other than as provided in clause (C) below) shall either (taken as a whole), revokedat the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or revoked and reissued effectiveness (as determined by the Borrower at any time prior in good faith) or are reasonably satisfactory to the effectiveness Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) than those applicable to the Loans are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); provided, further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this Section 2.21(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.21(a) unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) all or any of the final maturity dates date of such the Extended Tranches Tranche may be delayed to later dates than the final maturity dates date of the Specified Existing Tranche, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such the Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount) and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on or after such date).
Appears in 1 contract
Samples: First Lien Credit Agreement (Allvue Systems Holdings, Inc.)
Extension Amendments. (a) The Borrower Agent may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than provided in clause (c) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrowers) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than for terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the optional prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be in an amount less than $25,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Loans then outstanding selected by the Loans Borrower (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Trancheseries, the “Existing Original Loans”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing “Extended Loans” and the remainder not so extended, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing the “Non-Extended Loans”). In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the Lenders of Borrower and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedLoans, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Loans may be delayed to later dates than a date after the final maturity dates of the Specified Existing TrancheMaturity Date, (x) Extended Loans may have different amortization payments than the Original Loans; provided that the Weighted Average Life to Maturity of such Extended Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (Ay) the interest margins with respect to initial yield (including, without limitation, margins, fees and premiums) of the Extended Tranche Loans may be higher or lower than the interest margins for initial yield (including, without limitation, margins, fees and premiums) of the Specified Existing Tranche and/or Original Loans; provided, however, that if the initial yield on such Extended Loans (B) additional fees may as reasonably determined by the Administrative Agent to be payable equal to the Lenders providing sum of (x) the margin above the Adjusted LIBO Rate on such Extended Tranche in addition Loans (taking into account any interest rate floors with respect to or in lieu of any change in margins contemplated by the preceding clause (A), such Extended Loans) and (y) if the commitment Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such fee, if any, with respect to expressed as a percentage of the Extended Tranche may be higher or lower than the commitment feeLoans, if any, for the Specified Existing Tranche, in each case being referred to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long herein as the Extended Term Tranche does not have a weighted average life to maturity shorter than “Extension Fee”), the remaining weighted amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the Specified Existing Tranche; Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided that, notwithstanding anything under Section 2.11 with respect to the contrary in this subsection 2.6 or otherwiserelated Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product of (1) the original aggregate amount of such installment with respect to the Original Loans, assignments multiplied by (2) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Loans and participations (y) the denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Tranches Loan shall not be governed by reduced as a result thereof without the same or, at consent of the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6holder of such individual Non-Extended Loan). No Lender shall have any obligation to agree to have any of its Existing Original Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans U.S. Revolving Credit Commitments and/or Canadian Revolving Credit Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject Section 2.7; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of U.S. Revolving Credit Commitments and/or Canadian Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Term Loans (including any Extended Loans) or LC Facility Deposits (including any Extended LC Facility Deposits), each existing at the time of such request (each, an “Existing Tranche” and the Term Loans of such Tranche, the “Existing Loans”, or the LC Facility Deposits of such Tranche, the “Existing LC Facility Deposits”, as applicable) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Term Loans of such Tranche, the “Extended Loans”, or the LC Facility Deposits of such Tranche, the “Extended LC Facility Deposits”, as applicable) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended converted (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and ; provided that any payment by the Borrower to be applied pursuant to clause (zii) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this third sentence of subsection 2.6 or otherwise, assignments and participations of Extended Tranches 2.6(e)(ii) shall be governed by applied to each Tranche of LC Facility Deposits on a pro rata basis and any payment from the same or, at Credit-Linked Deposit Account pursuant to subsection 2.6(e)(iii) shall reduce the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6LC Facility Deposits of each Tranche on a pro rata basis. No Lender shall have any obligation to agree to have any of its Existing Loans oror Existing LC Facility Deposits, if as applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsLC Facility Deposits, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Servicemaster Co)
Extension Amendments. (a) The Borrower may may, at any time and from time to time after the Closing Date, request that all or a portion, including one or more Tranches, portion of any commitments or the Term Loans (including any Extended Loans), each existing at the time of such request a given Class (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted amended to extend the termination date thereof and the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche such Term Loans (any such Existing Tranche Term Loans which has have been so extendedamended, “Extended Tranche” and the Term Loans”, with any Term Loans of such Tranche, the Existing Tranche not so extended being referred to as “Non-Extended Term Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.13. In order to establish any Extended TrancheTerm Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Term Loans to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. (b) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Tranche subject to such Extension Request amended into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche that it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, the Term Loans subject to Extension Elections shall be amended to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) The terms of an the Extended Tranche Term Loans to be established pursuant to an Extension Amendment Request shall (x) be identical as offered to each Lender under such Existing 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 Extending Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) shall be substantially similar identical to those applicable to the Term Loans under the Existing Tranche from which they such Extended Term Loans are to be extended amended, except that (the “Specified Existing Tranche”) except (wI) all or any of the final maturity dates scheduled amortization payments of such principal of the Extended Tranches Term Loans may be delayed to later dates than the final maturity dates scheduled amortization payments of principal of the Specified Term Loans of such Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than three (z3) amortization different Maturity Dates (unless otherwise consented to by the Administrative Agent); (II) the All-In-Yield with respect to the Extended Term Tranche may be greater or lesser than amortization for Loans (whether in the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity form of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).interest 63
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under the Term Facility hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Intercreditor Agreement (KAR Auction Services, Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more TranchestranchesTranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in clauseSection 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under eachany of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments104 (and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Third Amendment Agreement (KAR Auction Services, Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, Loans under an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansBorrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, assignments and participations of Extended Tranches Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans Initial Revolving Commitments and 2020 Revolving Commitments, 133 as applicable, set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended converted (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.5 or otherwise, assignments and participations no Extended Loans may be optionally prepaid prior to the date on which all Loans of the Specified Existing Tranche from which such Extended Tranches shall be governed Loans were converted are repaid in full, unless such optional prepayment is accompanied by an at least pro rata prepayment of Loans of the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Specified Existing Tranche from which such Extended Loans set forth in subsection 10.6were converted. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans Revolving Credit Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection Section 2.6. Subject ; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) ), except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (x) (Ay)(A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, that notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.6, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (II) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non‑Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Extension Amendments. (a) The a)The Borrower may at any time and from time to time request that all or a portion, including portion of the (i) Term Loans of one or more Tranches, of any commitments or the Loans Tranches (including any Extended Term Loans), each ) existing at the time of such request (each, an “Existing Term Tranche” ”, and the Term Loans of such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche” ”, and the Term Loans or Revolving Commitments, as applicable, of such TrancheExtended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and any Revolving Loans made pursuant to Extended Revolving Commitments, “Extended Revolving Loans”, and together with Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.62.5; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate amount of applicable Revolving Commitments), and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Subject to the [[5629054]] provisions of this subsection 2.62.5, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued replaced by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.5 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and Initial Revolving Commitments, as applicable, set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Subject to the second sentence of this paragraph (a), any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsRevolving Commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Extension Amendments. (a) The So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a portion, including one or more Tranches, portion of any commitments Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Loans Borrower (including any Extended such Revolving Credit Commitments, the “Original Revolving Credit Commitments”, collectively with the Original Term Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansOriginal Class”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may elect to extend be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Class of Loans. In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Class, the Borrower shall provide a notice to the Administrative Agent and any applicable Additional Arranger administering the Original Class (who shall provide a copy of such notice to each Lender who has Loans or Commitments of the Lenders of Original Class) in such form as approved from time to time by the Borrower and the applicable Existing Tranche) Additional Arranger (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedClass, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Class may be delayed to later dates than a date after the final maturity dates Maturity Date of the Specified Existing TrancheOriginal Class, (x) Extended Term Loans may have different amortization payments than the Original Term Loans; provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted, (Ay) the interest margins All-In Yield with respect to any Loans or Commitments of the Extended Tranche Class may be higher or lower than the interest margins for All-In Yield with respect to any Loans or Commitments of the Specified Existing Tranche and/or Original Class and (z)(A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, and (B) additional the Extended Revolving Credit Commitments (i) shall provide that the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the Extended Revolving Credit Commitments and (C) repayment made in connection with a permanent 77 repayment and termination of commitments (subject to clause (ii) below)) of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be payable made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the Lenders providing related Non-Extended Term Loans to reduce each scheduled installment for such Non-Extended Tranche in addition Term Loans to or in lieu an aggregate amount equal to the product of any change in margins contemplated by the preceding clause (A)) the original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Loans and (y) the commitment fee, if any, denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the any individual Non-Extended Term Tranche may Loan shall not be greater or lesser than amortization for reduced as a result thereof without the Specified Existing Tranche, so long as consent of the holder of such individual Non-Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6Loan). No Lender shall have any obligation to agree to have any of its Existing Original Term Loans or, if applicable, commitments of any Existing Tranche or Original Revolving Credit Commitments converted into an Extended Tranche Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Extension Amendments. (a) The Applicable Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and and, the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Extended Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Applicable Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in Section 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunderas to Term Loans and Revolving Facility Commitments denominated in Dollars, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under theas to Term Loans and Revolving Facility hereunderCommitments denominated in Canadian Dollars, in an amount less than C$50,000,000 and shall be in integral multiples of C$25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).. 121
Appears in 1 contract
Extension Amendments. (a) The Borrower Agent may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than provided in clause (c) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrowers) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than for terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the optional prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $25,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $5,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Revolving Commitments (including any Extended LoansRevolving Commitments), each existing at the time of such request (each, an “Existing TrancheRevolving Commitment” and the any related Revolving Loans of such Tranchethereunder, the “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Revolving Loans related to such Existing Revolving Commitments (any such Existing Tranche Revolving Commitments which has have been so extended, “Extended TrancheRevolving Commitments” and the Loans of such Trancheany related Existing Revolving Loans, the “Extended Revolving Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.5. In order to establish any Extended TrancheRevolving Commitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Revolving Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Revolving Commitments from which they are to be extended (the “Specified Existing TrancheRevolving Commitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Revolving Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheRevolving Commitments, (xy) (A) the interest margins with respect to the Extended Tranche Revolving Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Revolving Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Revolving Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Revolving Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheRevolving Commitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 2.5 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Revolving Commitments (including all Extended Revolving Commitments) shall be made on a pro rata basis with all other outstanding Revolving Commitments (including all Extended Revolving Commitments), (2) assignments and participations of Extended Tranches Revolving Commitments and Extended Revolving Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Revolving Commitments and the Revolving Loans related to such Revolving Commitments set forth in subsection 10.610.6 and (3) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Revolving Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans) related to such earlier maturing Revolving Commitments (including Extended Revolving Commitments) (or all earlier maturing Revolving Commitments (including Extended Revolving Commitments) and Revolving Loans (including Extended Revolving Loans) related to such Revolving Commitments (including Extended Revolving Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Revolving Loans or, if applicable, commitments or Existing Revolving Commitments of any Existing Tranche converted into an Extended Tranche Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any Extended Tranche Revolving Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Revolving Commitments from the Specified Existing Tranches Revolving Commitments and from any other Existing Tranches Revolving Commitments (together with any other Extended Tranches Revolving Commitments so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments of the Commitments or the Loans (including any Extended Revolving Loans), each existing at the time of such request (eachany such Commitment, an “Existing Tranche” Commitment”, and the Loans of any such Trancheexisting outstanding Loans, the “Existing Loans”) be converted to extend extend, in the case of Commitments, the termination date thereof and and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche thereof (any such Existing Tranche Commitment which has been so extended, an “Extended Tranche” Commitment”, and the Loans of any such TrancheExisting Loan whose scheduled maturity date(s) has or have been so extended, the an “Extended LoansRevolving Loan”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.25. In order to establish any Extended TrancheCommitment, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitment to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than as provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche Commitment from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches Commitment may be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing TrancheCommitment, (xy) (A) the interest margins with respect to the Extended Tranche Commitment may be higher or lower than the interest margins for the Specified Existing Tranche Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitment in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the final maturity of any Extended Revolving Loan shall not be earlier than any Loan made under the applicable Specified Existing Commitment in respect thereof, (3) each Lender in the Specified Existing Commitment shall be permitted to participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Commitment, (4) assignments and participations of Extended Tranches Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 9.04 and (5) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Loan Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche Commitment converted into an Extended Tranche Commitment pursuant to any Extension Request. Any Extended Tranche Commitment shall constitute a separate Tranche commitment of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
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Extension Amendments. (ai) The Borrower So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Revolving Credit Commitments then in existence selected by the Loans Borrowers (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansReference Revolving Credit Commitments”) be converted to extend the termination maturity date thereof and maturity date of the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Revolving Credit Loans made thereunder (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Reference Revolving Credit Loans”) and to provide for other terms consistent permitted by this Section 2.15 (any portion thereof that have been so extended, “Extended Revolving Credit Commitments” and any related revolving credit loans, “Extended Revolving Credit Loans” and the remainder not so extended, “Non-Extended Revolving Credit Commitments” and “Non-Extended Revolving Credit Loans,” respectively). Prior to entering into any Extension Agreement with this subsection 2.6. Subject respect to the provisions of this subsection 2.6any Reference Revolving Credit Commitments, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Reference Revolving Credit Commitments) in such form as approved from time to time by the Lenders of Borrowing Agent and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedRevolving Credit Commitments, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended Reference Revolving Credit Commitments, except for “Section 2.15 Additional Agreements” (the “Specified Existing Tranche”as hereinafter defined) or as otherwise permitted by this Section 2.15 and except (wa) all or any of the final maturity dates date of such Extended Tranches Revolving Credit Commitments and the maturity date of Extended Revolving Credit Loans may be delayed to a later dates date than the final maturity dates date of the Specified Existing Trancheapplicable Reference Revolving Credit Commitment from which they were converted, (x) (Ab) the interest margins with respect to rate and upfront or other fees of the Extended Tranche Revolving Credit Loans may be higher or lower than the interest margins for the Specified Existing Tranche and/or Reference Revolving Credit Loans and (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (yc) the commitment fee, if any, fee rate and/or Letter of Credit fee rate with respect to the Extended Tranche Revolving Credit Commitments may be higher or lower than the commitment fee, if any, fee rate for the Specified Existing TrancheReference Revolving Credit Commitments, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing TrancheAgreement; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.15 or otherwise, assignments and participations until the occurrence of the Revolving Credit Expiration Date for the Reference Revolving Credit Commitments, the borrowing of Extended Tranches Revolving Credit Loans under any Extended Revolving Credit Commitments shall be governed made on a pro rata basis with any borrowings of Non-Extended Revolving Credit Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Revolving Credit Loans as determined by the same or, at Administrative Agent in the Borrower’s reasonable exercise of its discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6). No Lender shall have any obligation to agree to have any of its Existing Reference Revolving Credit Commitments or Reference Revolving Credit Loans orconverted into Extended Revolving Credit Commitments or Extended Revolving Credit Loans, if as applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
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Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Non-Extended Loans (or all earlier maturing corresponding Non-Extended Commitments and Non-Extended Loans shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment.
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Samples: Assumption Agreement (Veritiv Corp)
Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans Revolving Credit Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection Section 2.6. Subject ; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) ), except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (x) (Ay)(A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.6, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (II) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modifiedterms (other than as provided in clause (C) below) shall either (taken as a whole), revokedat the option of the Borrower and except with respect to provisions applicable only to periods after the applicable Latest Maturity Date, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or revoked and reissued effectiveness (as determined by the Borrower at any time prior in good faith) or are reasonably satisfactory to the effectiveness Administrative Agent or (B) are not materially more restrictive to Holdings and its Restricted Subsidiaries (when taken as a whole) than those applicable to the Loans are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) (when taken as a whole) (it being understood that (A) to the extent any such more restrictive term is added for the benefit of any such Indebtedness, the terms and conditions of such Indebtedness will be deemed not to be more restrictive than the terms and conditions of this Agreement if such more restrictive term is also added for the benefit of this Agreement and (B) no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than this Agreement if such terms are added to this Agreement); provided, further, that a certificate delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), except notwithstanding anything to the contrary, (w) all or any of the final maturity dates date of such the Extended Tranches Tranche may be delayed to later dates than the final maturity dates date of the Specified Existing Tranche, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) subject to clause (3) of the following proviso, the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such the Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) the Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the final maturity of the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on or after such date).
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Term Loan Credit Agreement (US Foods Holding Corp.)
Extension Amendments. (a) The So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that (i) all or a portion, including one or more Tranches, portion of any commitments Class of Term Loans then outstanding selected by the Borrower (the “Original Term Loans”) and/or (ii) all or a portion of any Class of Revolving Credit Commitments then outstanding selected by the Loans Borrower (including any Extended such Revolving Credit Commitments, the “Original Revolving Credit Commitments”, collectively with the Original Term Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing LoansOriginal Class”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower “Extended Term Loans” or “Extended Revolving Credit Commitments”, as the case may elect to extend be, and collectively, the “Extended Class” and the remainder not so extended, the “Non-Extended Term Loans” or “Non-Extended Revolving Credit Commitments”, as the case may be, and collectively, the “Non-Extended Class”); provided that, with the consent of the Administrative Agent, the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, may be designated as part of an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Class of Loans. In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Class, the Borrower shall provide appoint a notice Person that is a financial institution or Affiliate thereof to arrange the Extended Term Loans or Extended Revolving Credit Commitments (who may be (i) the Administrative Agent Agent, or (who ii) any other Person appointed by the Borrower in consultation with the Administrative Agent) (the “Extension Arranger”). The Extension Arranger shall provide a copy of such notice to each Lender who has Loans or Commitments of the Lenders of Original Class and the Administrative Agent in such form as approved from time to time by the Borrower and the applicable Existing Tranche) Extension Arranger (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedClass, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Class, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Class may be delayed to later dates than a date after the final maturity dates Maturity Date of the Specified Existing TrancheOriginal Class, (x) Extended Term Loans may have different amortization payments than the Original Term Loans; provided that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Term Loans from which they were converted, (Ay) the interest margins All-In Yield with respect to any Loans or Commitments of the Extended Tranche Class may be higher or lower than the interest margins for All-In Yield with respect to any Loans or Commitments of the Specified Existing Tranche and/or Original Class and (z) (A) the Extended Term Loans (i) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any mandatory prepayment of Term Loans (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans) and (ii) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans and (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by Revolving Credit Commitments (i) shall provide that the preceding clause borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (yB) repayments required upon the commitment feeMaturity Date of the Extended Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (ii) below)) of Loans with respect to Extended Revolving Credit Commitments after the associated Extended Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Extended Facility Closing Date and (ii) may provide that the permanent repayment of Revolving Credit Loans with respect to, if anyand termination or reduction of, Extended Revolving Credit Commitments after the associated Extended Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Term Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Tranche may be higher or lower than the commitment fee, if any, Term Loans to reduce each scheduled installment for the Specified Existing Tranche, in each case such Non-Extended Term Loans to an aggregate amount equal to the extent provided in product of (A) the applicable Extension Amendment, and (z) amortization original aggregate amount of such installment with respect to the Original Term Loans, multiplied by (B) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Term Tranche may be greater or lesser than amortization for Loans and (C) the Specified Existing Tranche, so long as denominator of which is the aggregate principal amount of such Original Term Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Term Tranche does Loan shall not have be reduced as a weighted average life to maturity shorter than result thereof without the remaining weighted average life to maturity consent of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations holder of such individual Non-Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6Loan). No Lender shall have any obligation to agree to have any of its Existing Original Term Loans or, if applicable, commitments of any Existing Tranche or Original Revolving Credit Commitments converted into an Extended Tranche Term Loans or Extended Revolving Credit Commitments pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Revolving Credit Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.11; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates or scheduled payment dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates or scheduled payment dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in interest margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Rate with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Rate for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.11 or otherwise, the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments) and assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same assignment and participation provisions (or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than that are more restrictive to the assignment and participation provisions Lenders) applicable to Term Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Revolving Credit Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.11. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.11 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments), (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 11.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the (i) Term Loans (including any Extended Term Loans), each existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of such Tranche, the “Existing Term Loans”), (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments,” and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each an “Extended Tranche,” and the Loans of such Tranche, the “Extended Loans” and, if the Extension Request relates to any Tranche of Revolving Commitments, the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments” and, if the Extension Request relates to any Tranche of Term Loans, the Loans of such Tranche, the “Extended Term Loans” and the commitments of such Tranche, the “Extended Term Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.10; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in interest margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, Amendment and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.10 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Tranche B-1 Term Loans and Tranche B-1 Revolving Commitments, as applicable, set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsRevolving Commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Term Loans (including any Extended Loans) or LC Facility Deposits (including any Extended LC Facility Deposits), each existing at the time of such request (each, an “Existing Tranche” and the Term Loans of such Tranche, the “Existing Loans”, or the LC Facility Deposits of such Tranche, the “Existing LC Facility Deposits”, as applicable) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Term Loans of such Tranche, the “Extended Loans”, or the LC Facility Deposits of such Tranche, the “Extended LC Facility Deposits”, as applicable) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans2.5. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension termsExtension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended converted (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and ; provided that any payment by the Borrower to be applied pursuant to clause (zii) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this third sentence of subsection 2.6 or otherwise, assignments and participations of Extended Tranches 2.6(e)(ii) shall be governed by applied to each Tranche of LC Facility Deposits on a pro rata basis and any payment from the same or, at Credit-Linked Deposit Account pursuant to subsection 2.6(e)(iii) shall reduce the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6LC Facility Deposits of each Tranche on a pro rata basis. No Lender shall have any obligation to agree to have any of its Existing Loans oror Existing LC Facility Deposits, if as applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsLC Facility Deposits, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Servicemaster Co)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, Loans under an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche 129 which has been so extended, “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansBorrower. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, assignments and participations of Extended Tranches Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans Initial Revolving Commitments and 2020 Revolving Commitments, as applicable, set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may may, at any time and from time to time after the Closing Date, request that all or a portion, including one or more Tranches, portion of any commitments or the Term Loans (including any Extended Loans), each existing at the time of such request a given Class (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted amended to extend the termination date thereof and the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche such Term Loans (any such Existing Tranche Term Loans which has have been so extendedamended, “Extended Tranche” and the Term Loans”, with any Term Loans of such Tranche, the Existing Tranche not so extended being referred to as “Non-Extended Term Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.3. In order to establish any Extended TrancheTerm Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Term Loans to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. (b) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days (or such shorter period as may be agreed to by the Agent) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans under the Existing Tranche subject to such Extension Request amended into Extended Term Loans shall notify the Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Tranche which it has elected to request be amended into Extended Term Loans (subject to any minimum denomination requirements imposed by the Agent). In the event that the aggregate principal amount of Term Loans subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, the Term Loans subject to Extension Elections shall be amended to Extended Term Loans on a pro rata basis (subject to rounding by the Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Extension Election. (c) The terms of an the Extended Tranche Term Loans to be established pursuant to an Extension Amendment Request shall (x) be identical as offered to each Lender under such Existing 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 Extending Lenders) and offered pro rata to each Lender under such Existing Tranche and (y) shall be substantially similar identical to those applicable to the Term Loans under the Existing Tranche from which they such Extended Term Loans are to be extended amended, except that (the “Specified Existing Tranche”) except (wI) all or any of the final maturity dates scheduled amortization payments of such principal of the Extended Tranches Term Loans may be delayed to later dates than the final maturity dates scheduled amortization payments of principal of the Specified Term Loans of such Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Loans hereunder (including Incremental Term Loans, Refinancing Term Loans and Extended Term Loans) which have more than three (z3) amortization different Maturity Dates (unless otherwise consented to by the Agent); (II) the All-In-Yield with respect to the Extended Term Tranche Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be greater or lesser different than amortization the All-In-Yield for the Specified Term Loans of such Existing Tranche, so long in each case, to the extent provided in the applicable Extension Amendment; (III) 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 the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (IV) Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof. In any event, the Extended Term Tranche does Loans: (i) as of the Extension Date, shall not mature earlier than the Maturity Date with respect to the Term Loans in the Existing Tranche; (ii) as of the Extension Date, shall have a weighted average life Weighted Average Life to maturity Maturity not shorter than the remaining weighted average life Weighted Average Life to maturity Maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any the Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).except by 42 [[6024167]]
Appears in 1 contract
Samples: Credit and Guaranty Agreement (United Rentals North America Inc)
Extension Amendments. (a) (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranchestranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under each of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended converted (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments no Extended Loans may be optionally prepaid, and participations no Commitment under the corresponding Extended Tranche may be permanently reduced, prior to the date on which all Loans (and applicable Commitments) of the Specified Existing Tranche from which such Extended Tranches shall be governed Loans and applicable Commitments were converted are repaid (and terminated) in full, unless such optional prepayment is accompanied by an at least pro rata prepayment (and corresponding reduction) of Loans and applicable Commitments of the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Specified Existing Tranche from which such Extended Loans set forth in subsection 10.6were converted. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
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Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Credit Agreement (Veritiv Corp)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in Section 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment 8989 and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (eacheach such Tranche of existing Loans, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and and/or the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche or portion thereof which has been so extended, an “Extended Tranche” and the Loans of such TrancheTranche or portion thereof, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.20. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, established which Extension Request may terms shall be modified, revoked, or revoked and reissued as agreed by the Borrower at and the lenders providing such Extended Loans; provided that, notwithstanding anything to the contrary in this Section 2.20 or otherwise, (1) the Extended Tranche shall not be, (y) in the case of any time Extended Tranche relating to Term Loans, in an amount less than $5,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000 or such other amount as the Borrower and the Administrative Agent shall reasonably agree (it being understood that the actual principal amount thereof provided by the applicable lenders may be lower than such minimum amount), (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, and, in the event any portion of any mandatory or voluntary prepayment is declined by any other Term Lenders such portion may be paid in respect of such Extended Loans on a greater than pro rata basis, (4) the final maturity of any Extended Tranche shall not be earlier than, and, if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, and, if such Extended Tranche is a revolving facility, shall not have any scheduled amortization or mandatory commitment reduction prior to the effectiveness final maturity of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), (5) except (w) all or any of each Lender in the final maturity dates of such Specified Existing Tranche shall be permitted to participate in the Extended Tranches may be delayed to later dates than the final maturity dates Tranche in accordance with its pro rata share of the Specified Existing Tranche, (x6) (A) in the interest margins case of any Extended Tranche relating to Revolving Loans that results in an extension of an Issuing Bank’s obligations with respect to any Letters of Credit, the Extended Tranche may consent of such Issuing Bank shall be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, required and (z7) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04; provided further that a certificate delivered to the Administrative Agent at least two Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that terms and conditions of any Extended Tranche satisfy the requirements of this Section 2.20(a), shall be conclusive evidence that such terms and conditions satisfy the requirements of this Section 2.20(a) unless the Administrative Agent notifies the Borrower within such two Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on or after such date).. 148
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Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in Section 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (OPENLANE, Inc.)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension terms shall be identicalExtension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended convertedextended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, assignments no Extended Loans may be optionally prepaid, and participations no Commitment under the corresponding Extended Tranche may be permanently reduced, prior to the date on which all Loans (and applicable Commitments) of the Specified Existing Tranche from which such Extended Tranches shall be governed Loans and applicable Commitments were converted are repaid (and terminated) in full, unless such optional prepayment is accompanied by an at least pro rata prepayment (and corresponding reduction) of Loans and applicable Commitments of the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Specified Existing Tranche from which such Extended Loans set forth in subsection 10.6were converted. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (Trans-Porte, Inc.)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and AmericasActive:15540830.1218080089.6 corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Non-Extended Loans (or all earlier maturing corresponding Non-Extended Commitments and Non-Extended Loans shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Abl Credit Agreement (Veritiv Corp)
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be 109 modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Assumption Agreement (Veritiv Corp)
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than as provided 117 in clause (C) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrower) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) ), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche; provided that at no time shall there be Revolving Commitments (including as a result of any Extended Tranche) which have more than three (3) different scheduled final maturity dates at any time, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Revolving Credit Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) (each, an “Extended Maturity Date”) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.11. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, Applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, Applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.11 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Commitments (including all Extended Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Extended Commitments), (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 11.6, and (3) no termination of 107 Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such earlier maturing Commitments (including Extended Commitments) (or all earlier maturing Commitments (including Extended Commitments) and Revolving Loans (including Extended Loans) related to such Commitments (including Extended Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, Loans under an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche,” the Loans of such Tranche, the “Extended Loans” and the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.25; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansBorrower. In order to establish any 1003651351v23 Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.25 or otherwise, assignments and participations of Extended Tranches Revolving Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans Initial Revolving Commitments set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in Section 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (IAA, Inc.)
Extension Amendments. (a) The Borrower BorrowerBorrowers (on a joint and several basis as between the Borrowers) may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments of the Commitments or the Loans (including any Extended Loans), each existing at the time of such request (eachany such Commitment, an “Existing TrancheCommitment” and the Loans of any such Trancheexisting outstanding Loans, the “Existing Loans”) be converted to extend extend, in the case of Commitments, the termination date thereof and and, in the case of Loans, the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche thereof (any such Existing Tranche Commitment which has been so extended, an “Extended TrancheCommitment” and any such Existing Loan whose scheduled maturity date(s) has or have been so extended, in the Loans case of such Tranchea Term Loan, an “Extended Term Loan”, in the case of a Revolving Loan, an “Extended Revolving Loan” and collectively, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.26. In order to establish any Extended TrancheCommitment, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing TrancheCommitment) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitment to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than as provided in clause (c) below) shall be substantially similar identical to those applicable to the Existing Tranche Commitment from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity maturity/termination dates of such Extended Tranches may Commitment shall be delayed to later dates than the final maturity maturity/termination dates of the Specified Existing TrancheCommitment, (xy) (A) the interest margins with respect to the Extended Tranche Commitment may be higher or lower than the interest margins for the Specified Existing Tranche Commitment and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitment in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche Commitment may be higher or lower than the commitment fee, if any, for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment; provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, (1) no Extended Commitment shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Commitments, (2) the repayment (other than in connection with a permanent voluntary prepayment or a repayment at the final scheduled maturity of any Term Loans that have not become Extended Term Loans) and the mandatory prepayment of any Extended Term Loans shall be made on a pro rata basis with all other outstanding Term Loans and Other Term Loans; provided, that, Extended Term Loans may, if the Extending Lenders making such Extended Term Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment, (3) (x) the final maturity of any Extended Loans shall not be earlier than any Loans made under the applicable Specified Existing Commitment in respect thereof and (zy) amortization with respect to if such Extended Loans are term loans made under a term facility, the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does Loans shall not have a weighted average life to maturity shorter than any loans made under the remaining weighted average life applicable Specified Existing Commitment in respect thereof, (4) each Lender in the Specified Existing Commitment shall be permitted to maturity participate in the Extended Commitment in accordance with its pro rata share of the Specified Existing Tranche; provided thatCommitment, notwithstanding anything to the contrary in this subsection 2.6 or otherwise, (5) assignments and participations of Extended Tranches Commitments shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 9.04 and (6) the repayment (other than in connection with a permanent voluntary prepayment) and the mandatory prepayment of any Extended Revolving Loans shall be made on a pro rata basis with all other outstanding Revolving Loans (other than at the maturity of any Revolving Credit Commitments that have not been extended, at which point the maturing Revolving Loans associated therewith may be repaid without making a pro rata payment of any non-maturing Revolving Loans). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche Commitment converted into an Extended Tranche Commitment or Extended Loan pursuant to any Extension Request. Any Extended Tranche Commitment shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Class from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments with the same maturity date so established on such date). Any Extended Revolving Loan or Extended Term Loan shall constitute a separate Class from the Existing Loans (together with any other Extended Revolving Loans or Extended Term Loans, as applicable, with the same maturity date so established on such date).
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Extension Amendments. (a) The Borrower Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, Tranches of any commitments or the Loans (including any Extended Loans), in each case existing at the time of such request (each, an “Existing Tranche” and the Loans of any such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended TrancheTranche ” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 2.21. In order to establish any Extended Tranche, the Borrower Borrowers shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to notify each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may terms (other than as provided in clause (C) below) shall be modified, revoked(taken as a whole) substantially similar to, or revoked and reissued (taken as a whole) no more favorable (as reasonably determined by the Borrower at any time prior Borrowers) to the effectiveness Lenders providing the Loans that are being extended or replaced (in each case, other than terms applicable only to periods after the Latest Maturity Date of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar Existing Loans) to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing TrancheTranche ”) ), except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (Ax)(A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Tranche, (B) the prepayment terms may be different and/or (C) additional pricing and fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche and (z) the provisions for optional and mandatory prepayments may provide for such payments to be directed first to the Specified Existing Tranche prior to being applied to the Extended Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.21 or otherwise, (1) such Extended Tranche shall not be, (y) in the case of any Extended Tranche relating to Term Loans, in an amount less than $5,000,000 and (z) in the case of any Extended Tranche relating to Revolving Loans hereunder, in an amount less than $1,000,000, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the mandatory prepayment or the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments respectively; provided that Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any mandatory prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than, the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 10.04. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and Tranches, from any other Existing Tranches (together with Tranches, and from any other Extended Tranches so established on such date).
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Extension Amendments. (a) The Borrower So long as no Event of Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Revolving Credit Commitments then in existence selected by the Loans Borrowers (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such TrancheClass, the “Existing LoansReference Revolving Credit Commitments”) be converted to extend the termination date thereof and the scheduled maturity date(s) date of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, made thereunder (the “Extended Reference Revolver Loans”) and to provide for other terms consistent permitted by this Section 2.26 (any portion thereof that have been so extended, “Extended Revolving Credit Commitments” and any related revolving loans, “Extended Revolver Loans” and the remainder not so extended, “Non-Extended Revolving Credit Commitments” and “Non-Extended Revolver Loans,” respectively). Prior to entering into any Extension Agreement with this subsection 2.6. Subject respect to the provisions of this subsection 2.6any Reference Revolving Credit Commitments, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loans. In order to establish any Extended Tranche, the Borrower Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Reference Revolving Credit Commitments) in such form as approved from time to time by the Lenders of Borrowers’ Representative and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedRevolving Credit Commitments, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended Reference Revolving Credit Commitments, except for “Section 2.26 Additional Agreements” (the “Specified Existing Tranche”as hereinafter defined) or as otherwise permitted by this Section 2.26 and except (wi) all or any of the final maturity dates termination date of such Extended Tranches Revolving Credit Commitments and the maturity date of Extended Revolver Loans may be delayed to a later dates date than the final maturity dates date of the Specified Existing Trancheapplicable Reference Revolving Credit Commitment from which they were converted, (x) (Aii) the interest margins with respect to rate and upfront or other fees of the Extended Tranche Revolver Loans may be higher or lower than the interest margins for the Specified Existing Tranche and/or Reference Revolver Loans and (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), (yiii) the commitment fee, if any, fee rate with respect to the Extended Tranche Revolving Credit Commitments may be higher or lower than the commitment fee, if any, fee rate for the Specified Existing TrancheReference Revolving Credit Commitments, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing TrancheAgreement; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.26 or otherwise, assignments and participations until the occurrence of the Termination Date for the Reference Revolving Credit Commitments, the borrowing of Extended Tranches Revolver Loans under any Extended Revolving Credit Commitments shall be governed made on a pro rata basis with any borrowings of Non-Extended Revolver Loans (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes related to the borrowing and repayment procedures of the Revolver Loans as determined by the same or, at Administrative Agent in the Borrower’s reasonable exercise of its discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6). No Lender shall have any obligation to agree to have any of its Existing Reference Revolving Credit Commitments or Reference Revolver Loans orconverted into Extended Revolving Credit Commitments or Extended Revolver Loans, if as applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Samples: Credit Agreement (West Pharmaceutical Services Inc)
Extension Amendments. (a) The So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Loans then outstanding selected by the Loans Borrower (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Trancheseries, the “Existing Original Loans”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing “Extended Loans” and the remainder not so extended, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing the “Non-Extended Loans”). In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the Lenders of Borrower and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedLoans, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Loans may be delayed to later dates than a date after the final maturity dates of the Specified Existing TrancheMaturity Date, (x) Extended Loans may have different amortization payments than the Original Loans; provided that the Weighted Average Life to Maturity of such Extended Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (Ay) the interest margins with respect to initial yield (including, without limitation, margins, fees and premiums) of the Extended Tranche Loans may be higher or lower than the interest margins for initial yield (including, without limitation, margins, fees and premiums) of the Specified Existing Tranche and/or Original Loans; provided, however, that if the initial yield on such Extended Loans (B) additional fees may as reasonably determined by the Administrative Agent to be payable equal to the Lenders providing sum of (x) the margin above the Adjusted LIBO Rate on such Extended Tranche in addition Loans (taking into account any interest rate floors with respect to or in lieu of any change in margins contemplated by the preceding clause (A), such Extended Loans) and (y) if the commitment Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such fee, if any, with respect to expressed as a percentage of the Extended Tranche may be higher or lower than the commitment feeLoans, if any, for the Specified Existing Tranche, in each case being referred to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long herein as the Extended Term Tranche does not have a weighted average life to maturity shorter than “Extension Fee”), the remaining weighted amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the Specified Existing Tranche; provided thatsum of the Applicable Margin above the Adjusted LIBO Rate (taking into account any interest rate floors) then in effect for the Original Loans, notwithstanding anything and (B) the amount of OID (expressed as a percentage of the Original Loans) with respect to the contrary in Original Loans divided by four, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms and changes required or permitted by this subsection 2.6 or otherwiseSection 2.23, assignments and participations each Extension Amendment establishing a Class of Extended Tranches Loans shall amend the scheduled amortization payments provided under Section 2.11 with respect to the related Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product of (1) the original aggregate amount of such installment with respect to the Original Loans, multiplied by (2) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Loans and (y) the denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Loan shall not be governed by reduced as a result thereof without the same or, at consent of the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6holder of such individual Non-Extended Loan). No Lender shall have any obligation to agree to have any of its Existing Original Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
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Extension Amendments. (a) The Borrower applicable Borrowers may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the Loans Revolving Credit Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection Section 2.6. Subject ; provided that (i) any such request shall be made by the applicable Borrowers to all Lenders with Existing Commitments with a like maturity date on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended Loansapplicable Borrowers. In order to establish any Extended TrancheCommitments, the Borrower Borrowers’ Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower Borrowers’ Agent at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) ), except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, Commitments and (x) (Ay)(A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, that notwithstanding anything to the contrary in this subsection 2.6 or otherwiseSection 2.6, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (II) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term relevant Commitments and the Revolving Loans related to such Commitments set forth in subsection 10.6Section 12.2, and (III) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended 107 Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche class of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any class of Revolving Credit Commitments or Revolving Loans, as applicable, established on or prior to the date of such Extension Amendment.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Extension Amendments. (a1) The Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Tranche, the “Existing Loans”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with this subsection 2.6. Subject to the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansSection 4.18. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment (other than provided in Section 4.18(c) below) shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (wx) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (xy) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 4.18 or otherwise, (1) such Extended Tranche shall not be, (x) in the case of any Extended Tranche relating to Loans under any of the Term Facilities hereunder, in an amount less than $100,000,000 and shall be in integral multiples of $50,000,000 in excess thereof and (y) in the case of any Extended Tranche relating to Loans under the Revolving Facility hereunder, in an amount less than $50,000,000 and shall be in integral multiples of $25,000,000 in excess thereof, (2) no Extended Tranche shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the Existing Tranches, (3) the repayment (other than in connection with a permanent repayment and, if applicable, termination of commitments), the mandatory prepayment and the commitment reduction of any of Loans or Commitments under the Extended Tranches shall be made on a pro rata basis with all other outstanding Loans or Commitments (including all Extended Tranches) respectively; provided, that, Extended Loans may, if the Extending Lenders making such Extended Loans so agree, participate on a less than pro rata basis in any voluntary or mandatory repayment or prepayment or commitment reductions hereunder, (4) the final maturity of any Extended Tranche shall not be earlier than, and if such Extended Tranche is a term facility, shall not have a Weighted Average Life to Maturity shorter than the applicable Specified Existing Tranche, (5) each Lender in the Specified Existing Tranche shall be permitted to participate in the Extended Tranche in accordance with its pro rata share of the Specified Existing Tranche and (6) assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans and Commitments hereunder as set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments(and, as if applicable, commitments) from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
Appears in 1 contract
Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, of any commitments or the Loans Commitments (including any Extended LoansCommitments), each existing at the time of such request (each, an “Existing TrancheCommitment” and the any related Loans of such Tranchethereunder, the “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Tranche”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche Loans related to such Existing Commitments (any such Existing Tranche Commitments which has have been so extended, “Extended TrancheCommitments” and the Loans of such Trancheany related Existing Loans, the “Extended Loans”, with the commitments of the Existing Tranche not so extended and any related Loans thereunder being referred to as “Non-Extended Commitments” and “Non-Extended Loans”, respectively) and to provide for other terms consistent with this subsection 2.6. Subject 2.7; provided that (i) any such request shall be made by the Parent Borrower to all Lenders with Existing Commitments with a like maturity date (whether under one or more Tranches) on a pro rata basis, and (ii) any Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended TrancheCommitments, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche Commitments to be established, which Extension Request may be 107 modified, revoked, or revoked and reissued by the Parent Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an the Extended Tranche Commitments to be established pursuant to an Extension Amendment Request shall be substantially similar identical to those applicable to the Existing Tranche Commitments from which they are to be extended (the “Specified Existing TrancheCommitment”) except (wx) all or any of the final maturity dates of such Extended Tranches Commitments may be delayed to later dates than the final maturity dates of the Specified Existing TrancheCommitments, (xy) (A) the interest margins with respect to the Extended Tranche Commitments may be higher or lower than the interest margins for the Specified Existing Tranche Commitments and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche Commitments in addition to or in lieu of any change in increased margins contemplated by the preceding clause (A), ) and (yz) the commitment fee, if any, applicable Commitment Fee Percentage with respect to the Extended Tranche Commitments may be higher or lower than the commitment fee, if any, applicable Commitment Fee Percentage for the Specified Existing TrancheCommitment, in each case to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 or otherwise2.7, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Loans with respect to any Extended Commitments and Non-Extended Commitments shall be made on a pro rata basis with all such other outstanding Extended Commitments and Non-Extended Commitments, (2) assignments and participations of Extended Tranches Commitments and Extended Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Commitments and the Revolving Credit Loans related to such Commitments set forth in subsection 10.611.6, and (3) no termination of Extended Commitments and no repayment of Extended Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as applicable, of all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such earlier maturing corresponding Non-Extended Commitments (or all earlier maturing corresponding Non-Extended Commitments and Revolving Credit Loans related to such corresponding Non-Extended Commitments shall otherwise be or have been terminated and repaid in full). No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments or Existing Commitments of any Existing Tranche converted into an Extended Tranche Loans or Extended Commitments pursuant to any Extension Request. Any Extended Tranche Commitments shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, Commitments from the Specified Existing Tranches Commitments and from any other Existing Tranches Commitments (together with any other Extended Tranches Commitments so established on such date); provided that any Extended Commitments or Extended Loans may, to the extent provided in the applicable Extension Amendment, be designated as part of any Tranche of Commitments or Loans, as applicable, established on or prior to the date of such Extension Amendment.
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Extension Amendments. (a) The Parent Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or the (i) Term Loans (including any Extended LoansTerm Loans and term letter of credit commitments related to any term “C” loan facility), each existing at the time of such request (each, an “Existing Term Tranche” and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Commitments of one or more Tranches (including any Extended Revolving Commitments) existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Commitments,” and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal or scheduled termination date(s) of any commitments, as applicable, with respect to all or a portion of any principal or committed amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,” as applicable, and each an “Extended Tranche,” and the Loans of such Tranche, the “Extended Loans” and, if the Extension Request relates to any Tranche of Revolving Commitments, the Loans of such Tranche, the “Extended Revolving Loans” and the commitments of such Tranche, the “Extended Revolving Commitments” and, if the Extension Request relates to any Tranche of Term Loans, the Loans of such Tranche, the “Extended Term Loans” and the commitments of such Tranche, the “Extended Term Commitments”) and to provide for other terms consistent with this subsection 2.6. Subject to Section 2.10; provided that any applicable Minimum Extension Condition shall be satisfied unless waived by the provisions of this subsection 2.6, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing Extended Loans, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing Extended LoansParent Borrower. In order to establish any Extended Tranche, the Parent Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) except (w) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any change in interest margins contemplated by the preceding clause (A), (y) the commitment fee, if any, with respect to the Extended Tranche may be higher or lower than the commitment fee, if any, for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment, Amendment and (z) subject to clause (c) below, amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long as the Extended Term Tranche does not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Specified Existing Tranche; provided that, notwithstanding anything to the contrary in this subsection 2.6 Section 2.10 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Parent Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Initial Term Loans and Initial Revolving Commitments, as applicable, set forth in subsection 10.6Section 11.6. No Lender shall have any obligation to agree to have any of its Existing Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitmentsRevolving Commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).. 106
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Samples: Credit Agreement (Hertz Corp)
Extension Amendments. (a) The So long as no Event of Default or Default has occurred and is continuing (after giving effect to any amendments and/or waivers that are or become effective on the date of the relevant conversion), the Borrower may at any time and from time to time request that all or a portion, including one or more Tranches, portion of any commitments or Class of Loans then outstanding selected by the Loans Borrower (including any Extended Loans), each existing at the time of such request (each, an “Existing Tranche” and the Loans of such Trancheseries, the “Existing Original Loans”) be converted to extend the termination maturity date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, “Extended Tranche” and the Loans of such Tranche, the “Extended Loans”) and to provide for other terms consistent with permitted by this subsection 2.6. Subject to the provisions of this subsection 2.6Section 2.23 (any portion thereof that have been so extended, the Borrower may elect to extend an Existing Tranche by combining the Existing Loans thereunder with existing “Extended Loans” and the remainder not so extended, in which case such Existing Loans shall become Extended Loans and shall constitute an Extension Series with such existing the “Non-Extended Loans”). In order Prior to establish entering into any Extended TrancheExtension Amendment with respect to any Original Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of Lender who has Original Loans) in such form as approved from time to time by the Lenders of Borrower and the applicable Existing Tranche) Administrative Agent (each, an “Extension Request”) setting forth the proposed terms of the proposed Extended Tranche to be establishedLoans, as applicable, which Extension Request may be modified, revoked, or revoked and reissued by the Borrower at any time prior to the effectiveness of the Extension Amendment. The terms of an Extended Tranche to be established pursuant to an Extension Amendment shall be substantially similar identical to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”) Original Loans, except for Section 2.23 Additional Agreements or as otherwise permitted by this Section 2.23 and except (w) all or any the maturity date of the final maturity dates of such Extended Tranches Loans may be delayed to later dates than a date after the final maturity dates of the Specified Existing TrancheFixed Maturity Date, (x) Extended Loans may have different amortization payments than the Original Loans; provided that the Weighted Average Life to Maturity of such Extended Loans shall be no shorter than the Weighted Average Life to Maturity of the Original Loans from which they were converted and (Ay) the interest margins with respect to initial yield (including, without limitation, margins, fees and premiums) of the Extended Tranche Loans may be higher or lower than the interest margins for initial yield (including, without limitation, margins, fees and premiums) of the Specified Existing Tranche and/or Original Loans; provided, however, that if the initial yield on such Extended Loans (B) additional fees may as determined by the Administrative Agent to be payable equal to the Lenders providing sum of (x) the margin above the Adjusted LIBO Rate on such Extended Tranche in addition to or in lieu of any change in margins contemplated by the preceding clause (A), Loans and (y) if the commitment Extending Lenders agreeing to extend their Loans receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so (the amount of such fee, if any, with respect to expressed as a percentage of the Extended Tranche may be higher or lower than the commitment feeLoans, if any, for the Specified Existing Tranche, in each case being referred to the extent provided in the applicable Extension Amendment, and (z) amortization with respect to the Extended Term Tranche may be greater or lesser than amortization for the Specified Existing Tranche, so long herein as the Extended Term Tranche does not have a weighted average life to maturity shorter than “Extension Fee”), the remaining weighted amount of such Extension Fee divided by the lesser of (A) the average life to maturity of such Extended Loans and (B) four) exceeds the Specified Existing Tranche; Applicable Margin for the Original Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Extended Loan Yield Differential”), then the Applicable Margin then for such Loans shall automatically be increased by the Extended Loan Yield Differential, effective upon the extension of the Extended Loans. In addition to any other terms and changes required or permitted by this Section 2.23, each Extension Amendment establishing a Class of Extended Loans shall amend the scheduled amortization payments provided that, notwithstanding anything under Section 2.11 with respect to the contrary in this subsection 2.6 or otherwiserelated Non-Extended Loans to reduce each scheduled installment for such Non-Extended Loans to an aggregate amount equal to the product of (1) the original aggregate amount of such installment with respect to the Original Loans, assignments multiplied by (2) a fraction, the numerator of which is the aggregate principal amount of such related Non-Extended Loans and participations (y) the denominator of which is the aggregate principal amount of such Original Loans prior to the effectiveness of such Extension Amendment (it being understood that the amount of any installment payable with respect to any individual Non-Extended Tranches Loan shall not be governed by reduced as a result thereof without the same or, at consent of the Borrower’s discretion, more restrictive assignment and participation provisions than the assignment and participation provisions applicable to Term Loans set forth in subsection 10.6holder of such individual Non-Extended Loan). No Lender shall have any obligation to agree to have any of its Existing Original Loans or, if applicable, commitments of any Existing Tranche converted into an Extended Tranche Loans pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Term Loans or revolving commitments, as applicable, from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).
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