Common use of Extension of Revolving Commitments Clause in Contracts

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.

Appears in 3 contracts

Samples: Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)

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Extension of Revolving Commitments. Any (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class one or more Tranches existing at the time of such request (each, an “Existing Revolver Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans) ), in each case, be amended converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments which have been so amendedof such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, 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 Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving CommitmentsTranche, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolver Revolving Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to all or any of the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which final maturity or termination dates of such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments Tranches may be delayed to a later date dates than the final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and (iiy) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the item increased margins contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) that, notwithstanding anything to the contrary in no event shall the final maturity date this Section 2.26 or otherwise, assignments and participations of any Extended Revolving Commitments of a given Revolver Extension Series Tranches shall be governed by the same or, at the time Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of establishment thereof be earlier than the maturity date of the its Existing Revolver Tranche from which such Revolving Loans converted into an Extended Revolving Commitments are Tranche pursuant to be amended and (B) that all documentation in respect of such any Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended pursuant to Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any Revolver Extension Request shall be designated a series other Existing Revolving Tranches (each, a “Revolver Extension Series”) of and any other Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolver Extension Series with respect to on such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000date).

Appears in 3 contracts

Samples: Lender Joinder Agreement (Revlon Consumer Products Corp), Credit Agreement (Revlon Consumer Products Corp), Guarantee and Collateral Agreement (Revlon Inc /De/)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, that (AIII) repayments made in no event shall the final maturity date connection with any refinancing of any Extended Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of a given Revolver Commitments), and (iv) the Extension Series at Amendment may provide for (x) other covenants and terms that apply to any period after the time Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (By) that all documentation in respect subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extension Amendment Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be consistent with included for the foregoingbenefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 3 contracts

Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (WideOpenWest, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments); provided, and (iv) the Extension Amendment may provide for other covenants and terms that (A) apply to any period after the Latest Maturity Date in no event respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall the final maturity date have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments of a given Revolver pursuant to any Revolving Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 3 contracts

Samples: First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)

Extension of Revolving Commitments. Any Borrower may The Borrowers’ Agent may, at any time and from time to time time, request that all or a portion of the any Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Revolver Termination Date with respect to all or a portion of any principal amount of the Revolving Commitments under such Revolving Commitments Facility (any such Revolving Commitments under a Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.11(k). In order to establish any Extended Revolving Commitments, the relevant Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by Company), except thatincluding: (i) the maturity date pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date pricing, optional redemption or prepayment terms, for extensions of the credit under any Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by Company and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity latest Revolver Termination Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iviii) all borrowings under (1) the applicable borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (i.e.and related outstandings), (B) repayments required upon the Existing Revolver Tranche Termination Date of such Revolving Facility (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Revolver Termination Date and (C) repayments made in connection with a permanent repayment and termination of commitments under such Revolving Facility or the applicable Revolver Extended Revolving Commitments of a given Extension Series, in each case having an earlier Revolver Termination Date (subject to clause (3) and repayments thereunder below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Existing Revolver Tranche, (except for repayments required upon 2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series, all Letters of Credit issued under the Existing Revolver Tranche shall be participated on a pro rata basis by all Lenders with Revolving Commitments under the Existing Revolver Tranche and Extended Revolving Commitments in accordance with their percentage of the non-extending Commitments under the applicable Revolving CommitmentsFacilities (and except as provided in Section 2.1, without giving effect to changes thereto on an earlier Revolver Termination Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Existing Revolver Tranche, except that Company shall be permitted to permanently repay and terminate commitments of the Existing Revolver Tranche on a greater than a pro rata basis as compared to any other such Revolving Facility with a later Revolver Termination Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Existing Revolver Tranche (and related outstandings); provided, further, that (A) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date Revolver Termination Date of the applicable Existing Revolver Tranche from which such Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments and Extended Revolving Commitments are to be amended of each Extension Series) which have more than five different Revolver Termination Dates and (BD) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.15 shall be in an aggregate principal amount that is not less than $5,000,000100,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this Section 2.15(b)).

Appears in 3 contracts

Samples: Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc), Intercreditor Agreement (Owens-Illinois Group Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, that (AIII) repayments made in no event shall the final maturity date connection with any refinancing of any Extended Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of a given Revolver Commitments), and (iv) the Extension Series at Amendment may provide for (x) other covenants and terms that apply to any period after the time Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (By) that all documentation in respect subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extension Amendment Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect 119 prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be consistent with included for the foregoingbenefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 2 contracts

Samples: Credit Agreement (GreenSky, Inc.), Credit Agreement (GreenSky, Inc.)

Extension of Revolving Commitments. Any Borrower may The Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.18. In order to establish any Extended Revolving Commitments, the relevant Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Company), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by the Company 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 Extending Revolving Commitments); and (ivLenders) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.and

Appears in 2 contracts

Samples: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.28. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, not materially more favorable (as reasonably determined by the Borrower) to the Extending Revolving Lender, as the original Revolving Commitments under (and related outstandings) unless the Existing Revolver Tranche from which existing Lenders receive the benefit of such Extended Revolving Commitments are favorable terms or for covenants and other provisions applicable only to be amended, except thatperiods after the Latest Maturity Date: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than three (3) different Latest Maturity Dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and mandatory repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of any intercreditor arrangements applicable to the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended then in effect and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.28 shall be in an aggregate principal amount that is not less than $5,000,00010,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.28(b)).

Appears in 2 contracts

Samples: First Lien Credit Agreement (EVO Payments, Inc.), Restatement Agreement (EVO Payments, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who and the Administrative Agent shall provide a copy of such notice to each of the Lenders selected by the Borrower under the applicable Existing Revolver TrancheRevolving Class (it being understood that any such request need not be offered equally to all such Lenders of such Existing Revolving Class)) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good 173 faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the maturity date Revolving Lenders under Section 10.01) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01 or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 2 contracts

Samples: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver “ Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, that (AIII) repayments made in no event shall the final maturity date connection with any refinancing of any Extended Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of a given Revolver Commitments), and (iv) the Extension Series at Amendment may provide for (x) other covenants and terms that apply to any period after the time Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (By) that all documentation in respect subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extension Amendment Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be consistent with included for the foregoingbenefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 2 contracts

Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver 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 Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final maturity date Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments are (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to be amended the extent any Intercreditor Agreement is then in effect) and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 2.22 shall be in an aggregate principal amount that is not less than $5,000,00025.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Lannett Co Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent provided in such Revolving Commitments pertain to the applicable Extension Amendment; Priority Revolving Facility, the Priority Revolving Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the maturity date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Revolver Maturity Date with respect to all or a portion of any principal amount of such the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.to

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and Commitments”)and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent provided in such Revolving Commitments pertain to the applicable Extension Amendment; Priority Revolving Facility, the Priority Revolving Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the maturity date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Holding Parent, Inc.)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as 105 offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iviii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. Any The Borrower may may, on behalf of the Borrowers, at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.28. In order to establish any Extended Revolving Revolv- ing Credit Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five (5) different Maturity Dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.23 2.28 shall be in an aggregate principal amount that is not less than $5,000,00010,000,000.

Appears in 1 contract

Samples: Collateral Trust Agreement (Delta Air Lines Inc /De/)

Extension of Revolving Commitments. Upon the written request of the Borrower, received by the Administrative Agent not less than sixty days prior to the then current Termination Date and subject to the consent of each Lender willing to grant such request, the Termination Date shall be extended to the date which is three years from the date which is thirty days from the date of such request. The Administrative Agent shall transmit such request to each Lender within one Business Day. The Lenders shall respond through the Administrative Agent to any such request of the Borrower within thirty days of the Borrower's request. Any Lender not responding within thirty days shall be deemed to have declined the request. At the option of the Borrower, any declining Lender's Revolving Commitment may be assumed, in whole or in part, by one or more existing Lenders or other lenders acceptable to the Borrower may and the Administrative Agent, upon compliance with SECTION 9.9; PROVIDED, HOWEVER, Assignee shall pay the $3,500 processing fee required by SECTION 9.1(b). If any such Revolving Commitment is not so replaced within thirty (30) days of the Lender's response, then, at any time the Borrower's option, either (i) the Borrower shall give prompt written notice to each Lender of its decision to withdraw such request and from time to time request that all the Aggregate Revolving Commitments shall terminate on the then current Termination Date or a portion (ii) the Borrower shall give prompt notice of termination of the Revolving Commitments of Commitment to each and every Lender that has not consented to the extension (to the extent it has not been assumed), with a given Class (eachcopy to the Administrative Agent, an “Existing Revolver Tranche”) be amended to extend and shall prepay the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount Loans of such Lenders on three Business Days' prior notice to such Lenders and the Administrative Agent, which shall reduce the Aggregate Revolving Commitments accordingly (any to the extent not assumed), (i) reallocate such Revolving Commitments which have been so amendedLender's Commitment Percentage of the L/C Outstandings in accordance with SECTION 2.4(d) as if a new Letter of Credit were issued in such amount for the account of the Borrower, “Extended Revolving Commitments”and (ii) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended if such reallocation results in the aggregate Exposure Amount exceeding the Aggregate Revolving Commitments, the relevant Borrower shall provide a notice secure such excess amount by cash or cash equivalents delivered to and pledged to the Administrative Agent (who shall provide in a copy manner satisfactory to the Administrative Agent concurrently with the effectiveness of such notice to each of termination, and the Lenders under Termination Date shall be extended in accordance with this SECTION 2.5 for the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended remaining Aggregate Revolving Commitments to and SCHEDULE 1.1 shall be establishedamended accordingly; PROVIDED, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as HOWEVER, that notwithstanding anything in this SECTION 2.5 to the proposed interest rates contrary, in the event that less than the Majority Lenders consent to any extension hereunder, the Borrower shall be deemed to have withdrawn its request and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Aggregate Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 shall terminate on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000then current Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Hon Industries Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; , (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of Revolving Commitments in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (y) a Previously 153 Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the time of establishment thereof be earlier than extent any term or provision is added for the maturity date benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Cushman & Wakefield PLC)

Extension of Revolving Commitments. Any The Borrower Agent may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.27; provided that there shall be no more than three (3) Classes of Loans and Commitments outstanding at any time. In order to establish any Extended Revolving Commitments, the relevant Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the Agent) of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may shall be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iviii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (II) repayments required upon the maturity termination date of the non-extending Revolving Commitments); providedprovided further, that (A) the conditions precedent to a Borrowing set forth in Section 4.02 shall be satisfied as of the date of such Extension Amendment and at the time when any Loans are made in respect of any Extended Revolving Commitment, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which any other Revolving Commitments hereunder, (C) any such Extended Revolving Commitments are to (and the Liens securing the same) shall be amended permitted by the terms of the Intercreditor Agreement and (BD) that all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a an Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.27 shall be in an aggregate principal amount that is equal to not less than $5,000,00050,000,000.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus, Inc.)

Extension of Revolving Commitments. Any (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class one or more Tranches existing at the time of such request (each, an “Existing Revolver Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans) ), in each case, be amended converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments which have been so amendedof such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, 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 Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving CommitmentsTranche, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolver Revolving Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to all or any of the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which final maturity or termination dates of such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments Tranches may be delayed to a later date dates than the final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and (iiy) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the item increased margins contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) that, notwithstanding anything to the contrary in no event shall the final maturity date this Section 2.26 or otherwise, assignments and participations of any Extended Revolving Commitments of a given Revolver Extension Series 123 |US-DOCS\115543490.9|| Tranches shall be governed by the same or, at the time Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of establishment thereof be earlier than the maturity date of the its Existing Revolver Tranche from which such Revolving Loans converted into an Extended Revolving Commitments are Tranche pursuant to be amended and (B) that all documentation in respect of such any Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended pursuant to Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any Revolver Extension Request shall be designated a series other Existing Revolving Tranches (each, a “Revolver Extension Series”) of and any other Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolver Extension Series with respect to on such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000date).

Appears in 1 contract

Samples: Credit Agreement (Revlon Inc /De/)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.21. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Effective Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, provided that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoinghereunder. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.21(b) shall be in an aggregate principal amount that is not less than $5,000,00025,000,000.

Appears in 1 contract

Samples: Credit Agreement (Valassis Communications Inc)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Revolver Maturity Date with respect to all or a portion of any principal amount of such the Revolving Commitments under the Revolving Facility (any such Revolving Commitments under the Revolving Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) 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 Revolving Commitments); and (iviii) all borrowings under (1) the applicable borrowing -40- and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (i.e.and related outstandings), (B) repayments required upon the Existing Revolver Tranche Maturity Date (and related outstandings) or the Extended Revolving Commitments of a given Revolver Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the applicable Revolving Facility or the Extended Revolving Commitments of a given Revolver Extension Series, in each case having an earlier Maturity Date (subject to clause (3) and repayments thereunder below)) of Loans with respect to Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, (except for repayments required upon 2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Revolver Extension Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments in accordance with their percentage of the non-extending Commitments under the applicable classes (and except as provided in Section 2.11, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving CommitmentsCommitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date Maturity Date of the applicable Existing Revolver Tranche from which such Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments are to be amended of each Revolver Extension Series) which have more than five different Maturity Dates and (BD) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided provided, that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.16 shall be in an aggregate principal amount that is not less than $5,000,000.5,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.16(b)). -41-

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.18. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Borrower), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) 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 Revolving Commitments); and (iviii) all borrowings under (1) the applicable borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (i.e.and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Existing Revolver Tranche Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the applicable Revolver Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) and repayments thereunder below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (except for repayments required upon 2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their 100 percentage of the non-extending Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving CommitmentsCommitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date Maturity Date of the applicable Existing Revolver Tranche from which such Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments are to be amended of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (BD) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.18 shall be in an aggregate principal amount that is not less than $5,000,00010,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).

Appears in 1 contract

Samples: Credit Agreement (Coherent Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent provided in such Revolving Commitments pertain to the applicable Extension Amendment; Priority Revolving Facility, the Priority Revolving Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the maturity date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver TrancheRevolving Class. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.172

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver 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 Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final maturity date Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments are (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to be amended the extent any Intercreditor Agreement is then in effect) and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 2.22 shall be in an aggregate principal amount that is not less than $5,000,000[REDACTED – Dollar Amount] (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)

Extension of Revolving Commitments. Any (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class one or more Tranches existing at the time of such request (each, an “Existing Revolver Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans) ), in each case, be amended converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such Revolving Commitments any Existing Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments which have been so amendedof such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, 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 Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving CommitmentsTranche, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolver Revolving Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to all or any of the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which final maturity or termination dates of such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments Tranches may be delayed to a later date dates than the final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and (iiy) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the item increased margins contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) that, notwithstanding anything to the contrary in no event shall the final maturity date this Section 2.26 or otherwise, assignments and participations of any Extended Revolving Commitments of a given Revolver Extension Series Tranches shall be governed by the same or, at the time Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of establishment thereof be earlier than the maturity date of the its Existing Revolver Tranche from which such Revolving Loans converted into an Extended Revolving Commitments are Tranche pursuant to be amended and (B) that all documentation in respect of such any Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended pursuant to Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any Revolver Extension Request shall be designated a series other Existing Revolving Tranches (each, a “Revolver Extension Series”) of and any other Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolver Extension Series with respect to on such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000date).

Appears in 1 contract

Samples: Lender Joinder Agreement (Revlon Inc /De/)

Extension of Revolving Commitments. Any Borrower may The Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.18. In order to establish any Extended Revolving Commitments, the relevant Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Company), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) the Extension Amendment may provide for other covenants (as determined by the Company and Extending Revolving Lenders) 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 Revolving Commitments); and (iviii) all borrowings under (1) the applicable borrowing and repayment (except for (A) payments of interest and #95484613v795537764v17 fees at different rates on Extended Revolving Commitments (i.e.and related outstandings), (B) repayments required upon the Maturity Date of the Revolving Facility (and related outstandings), the Existing Revolver Tranche Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the applicable Revolver Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) and repayments thereunder below)) of Loans with respect to Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (except for repayments required upon 2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in accordance with their percentage of the non-extending Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving CommitmentsCommitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date Maturity Date of the applicable Existing Revolver Tranche from which such Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, Extended Revolving Commitments are to be amended of each Extension Series and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (BD) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.18 shall be in an aggregate principal 128 #95484613v795537764v17 amount that is not less than $5,000,00010,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).

Appears in 1 contract

Samples: Credit Agreement (SS&C Technologies Holdings Inc)

Extension of Revolving Commitments. Any The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended converted or exchanged to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.26. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be NAI-1537228099v3 established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.23 2.26 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; , (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of Revolving Commitments in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the time of establishment thereof be earlier extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the maturity date terms and provisions hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Extension of Revolving Commitments. Any The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended converted or exchanged to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.26. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any NAI-1537241654v2 Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.23 2.26 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver 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 Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final maturity date Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments are (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to be amended the extent any Intercreditor Agreement is then in effect) and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 2.22 shall be in an aggregate principal amount that is not less than $5,000,000[REDACTED – Dollar Amount] (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, provided that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.. (c)

Appears in 1 contract

Samples: Credit Agreement (Krispy Kreme, Inc.)

Extension of Revolving Commitments. Any The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended converted or exchanged to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.26. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension NAI-1537228099v31537241654v2 Request is delivered to Lenders, (B) in no event shall the final maturity date Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.23 2.26 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent provided in such Revolving Commitments pertain to the applicable Extension Amendment; Priority Revolving Facility, the Priority Revolving Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the maturity date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver TrancheRevolving Class. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.178

Appears in 1 contract

Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.)

Extension of Revolving Commitments. Any (i) The Borrower may at any time and from time to time within six months prior to the applicable Maturity Date request that all or a portion of the Revolving Commitments of a given Class class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) (except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall, subject to this Section 2.22(b)(i), be determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as the original Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that(and related outstandings) including: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than two different Maturity Dates; (ii) the All-In Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to the Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder, and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Golden Entertainment, Inc.)

Extension of Revolving Commitments. Any The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended converted or exchanged to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.26. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.23 2.26 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Extension of Revolving Commitments. Any (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments Commitments, and the related outstanding Revolving Loans in respect thereof, of a given Class one or more Tranches existing at the time of such request (each, an “Existing Revolver Tranche”) , and the Revolving Commitments and Revolving Loans of such Existing Tranche, the “Existing Loans”), in each case, be amended converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche”; the Revolving Commitments which have been so amendedof such Extended Tranches, “Extended Commitments”; and any Revolving Loans under any such Extended Commitments, “Extended Loans”) and to provide for other terms consistent with this Section 2.232.25; provided that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate Revolving Commitments) and on the same terms to each such Lender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving CommitmentsTranche, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolver Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall (x) be identical as offered substantially similar to each Lender under such Existing Revolver Tranche (including as those applicable to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments they are to be amendedextended (the “Specified Existing Tranche”), except thatwith respect to the following as determined by the Borrower and set forth in the Extension Request: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Trancheinterest margins and fees, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect other covenants or other provisions applicable only to the Extended Revolving Commitments may be different than those for periods after the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any Termination Date of the item contemplated by the preceding clause (A)applicable Existing Tranche, 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 Revolving Commitments); and final maturity date, (iv) all borrowings under (1) the applicable Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Tranches (and related outstanding Revolving Commitments Loans in respect thereof), (i.e., B) repayments required upon the Existing Revolver Tranche and Revolving Termination Date of the Extended Tranches and (C) repayments made in connection with a permanent repayment and termination of Commitments) of Revolving Commitments of Loans with respect to Extended Tranches after the applicable Revolver associated Extension Series) and repayments thereunder Date shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended with all other Revolving Commitments of a given Revolver Extension Series existing at the time of establishment thereof the relevant Borrowing and repayment and (2) subject to the provisions of Section 3.11 to the extent dealing with Letters of Credit, which mature or expire after a Revolving Termination Date when there exist Extended Tranches with a later maturity date, all Letters of Credit shall be earlier than the maturity date participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its pro rata share of the Existing Revolver Tranche from which such Extended Revolving Commitments are as in effect from time to be amended time; provided that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, assignments and (B) that all documentation in respect participations of such Extension Amendment Extended Tranches shall be consistent with governed by the foregoingsame or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Revolving Commitments, as applicable, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Revolving Commitments amended pursuant to Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any Revolver Extension Request shall be designated a series other Existing Tranches (each, a “Revolver Extension Series”) of together with any other Extended Revolving Commitments for all purposes of this AgreementTranches so established on such date); provided that any Extended at no time shall there be more than two Tranches of Revolving Commitments amended from an Existing Revolver Tranche may, to hereunder unless otherwise agreed by the extent provided Administrative Agent in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (FTC Solar, Inc.)

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Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(sRevolving Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving CommitmentsCommitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided, provided further that (A) in no event Event of Default shall have occurred and be continuing at the final maturity date of any time a Revolver Extension Request is delivered to Lenders, (B) such Extended Revolving Commitments of a any given Revolver Extension Series at the time of establishment thereof be do not mature earlier than the maturity date Maturity Date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,0005.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Ani Pharmaceuticals Inc)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion The Company may, on not more than two occasions during the term of the Revolving Commitments of a given Class (eachthis Agreement, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a by written notice to the Administrative Agent (who which shall provide promptly deliver a copy of such notice to each of the Revolving Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Revolving Lenders under extend the Revolving Maturity Date and the Revolving Commitments for an additional period of one year. Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Revolving Lenders constituting a Majority in Interest of the Revolving Lenders shall have agreed to an extension request, then the Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Maturity Date extension shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect as to such Revolving Lender prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Revolver Tranche) (eachRevolving Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.17(b), at any time prior to any Existing Revolving Maturity Date, to replace a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Declining Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each with a Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed or other financial institution that will agree to a later date than request for the maturity date extension of the Revolving Commitments Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of such Existing Revolver Tranche, the Revolving Maturity Date pursuant to the extent provided in the applicable Extension Amendment; (ii) this paragraph shall become effective unless (A) the interest rates conditions set forth in Sections 4.02(a) (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect but without giving effect to the Extended Revolving Commitments may parenthetical therein) and 4.02(b) shall be different than those for satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Revolving Commitments Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of such Existing Revolver Tranche and/or the Company, (B) additional fees and/or premiums may be payable the Administrative Agent shall have received an opinion of counsel for the Company as to the Lenders providing such Extended Revolving Commitments in addition to any power and authority of the item contemplated by the preceding clause (A)Company to borrow and perform its obligations hereunder after giving effect to such extension, 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 Revolving Commitments); and (ivC) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche fees and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation expenses owing in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, extension to the extent provided in Administrative Agent and the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 Lenders shall be in an aggregate principal amount that is not less than $5,000,000have been paid.

Appears in 1 contract

Samples: Credit Agreement (Kla Tencor Corp)

Extension of Revolving Commitments. Any Borrower may at any time and from time (a) Notwithstanding anything to time request that all the contrary in this Agreement, pursuant to one or a portion of the Revolving Commitments of a given Class more offers (each, an “Existing Revolver TrancheExtension Offer”) be amended made from time to extend time by the scheduled maturity date(s) of any payment of principal with respect Borrowers to all or a portion of any principal amount of such Lenders with Revolving Commitments (any such Revolving Commitments which have been so amendedwith a like maturity date, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Commitments, in each case as so extended, as well as the original Revolving Commitments not so extended, being a “Class”; any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees, prepayment terms, final maturity, and after the final maturity date of the Revolving Commitment, any other covenants and provisions (which shall be determined by the Borrowers and the relevant Lenders and set forth in the relevant Extension Offer), the Revolving Commitment of any Lender (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment” and the Loans thereunder “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to the existing Revolving Lenders) as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving CommitmentsCommitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below); provided) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments of such Class, that (A2) in no event shall subject to the final provisions of Section 2.3(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.3(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Commitments and extend Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Revolving Commitment Termination Dates, (iii) with respect to any Extended Revolving Commitments, such Extended Revolving Commitments of will not have a given Revolver Extension Series at the time of establishment thereof be earlier than maturity date or require mandatory commitment reductions that are prior to the maturity date of Revolving Loans (or unused Revolving Commitments) not being extended, (iv) the Existing Revolver Tranche from which such Extended Revolving Commitments are to shall not be amended (A) secured by any Lien on any asset other than the Collateral and (B) that guaranteed by any Person other than the Guarantors, (v) if the aggregate principal amount of Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolving Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to , and (vii) any Revolver applicable Minimum Extension Request Condition shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to satisfied unless waived by the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Empire Petroleum Partners, LP)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iviii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Galleria Co.)

Extension of Revolving Commitments. Any 92. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class one or more Tranches existing at the time of such request (each, an “Existing Revolver Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans) ), in each case, be amended converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of such any Existing Revolving Commitments Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments which have been so amendedof such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, 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 Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving CommitmentsTranche, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Revolver Revolving Tranche) (each, a an Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to all or any of the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which final maturity or termination dates of such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments Tranches may be delayed to a later date dates than the final maturity date or termination dates of the Revolving Commitments of such Specified Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; and (iiy) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums margins with respect to the Extended Revolving Commitments Tranche may be different higher or lower than those the interest margins for the Revolving Commitments of such Specified Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments Tranche in addition to or in lieu of any of the item increased margins contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) that, notwithstanding anything to the contrary in no event shall the final maturity date this Section 2.26 or otherwise, assignments and participations of any Extended Revolving Commitments of a given Revolver Extension Series Tranches shall be governed by the same or, at the time Borrower’s discretion, more restrictive assignment and participation provisions applicable to 122 US-DOCS\123668313.8 Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of establishment thereof be earlier than the maturity date of the its Existing Revolver Tranche from which such Revolving Loans converted into an Extended Revolving Commitments are Tranche pursuant to be amended and (B) that all documentation in respect of such any Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended pursuant to Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any Revolver Extension Request shall be designated a series other Existing Revolving Tranches (each, a “Revolver Extension Series”) of and any other Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously Tranches so established Revolver Extension Series with respect to on such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000date).

Appears in 1 contract

Samples: Collateral Agreement (Revlon Consumer Products Corp)

Extension of Revolving Commitments. Any The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended converted or exchanged to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.26. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 121 DOC ID - 36220401.1 Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date Maturity Date of the non-extending nonextending Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.23 2.26 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (and related outstandings): (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date (I) payments of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any interest and fees at different rates on Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended (and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.related outstandings),

Appears in 1 contract

Samples: Credit Agreement (Blue Bird Corp)

Extension of Revolving Commitments. Any (b) . The Lead Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Lead Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, that (AIII) repayments made in no event shall the final maturity date connection with any refinancing of any Extended Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of a given Revolver Commitments), and (iv) the Extension Series at Amendment may provide for (x) other covenants and terms that apply to any period after the time Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (By) that all documentation in respect subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extension Amendment Extended Revolving Commitments contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be consistent with included for the foregoingbenefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Chobani Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver 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 Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.except

Appears in 1 contract

Samples: Pledge and Security Agreement (Lannett Co Inc)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.22. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver 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 Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement; provided, further, that (A) in no event shall the final maturity date Maturity Date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments are (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to be amended the extent any Intercreditor Agreement is then in effect) and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series Class (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 2.22 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Concordia International Corp.)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.115

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(sRevolving Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”, and any Loans made pursuant thereto, “Extended Revolving Loans” and, together with the Extended Term Loans, the “Extended Loans”) and to provide for other terms consistent with this Section 2.23. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the maturity date Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and 107 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving CommitmentsCommitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided, provided further that (A) in no event Event of Default shall have occurred and be continuing at the final maturity date of any time a Revolver Extension Request is delivered to Lenders, (B) such Extended Revolving Commitments of a any given Revolver Extension Series at the time of establishment thereof be do not mature earlier than the maturity date Maturity Date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,0005.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Ani Pharmaceuticals Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (ia) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent provided in such Revolving Commitments pertain to the applicable Extension Amendment; Priority Revolving Facility, the Priority Revolving Agent), (iib) (Ai) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (Ai), in each case, to the extent provided in the applicable Extension Amendment; , (iiic) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series at the time Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of establishment thereof be earlier the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the maturity date Priority Revolving Lenders under Section 10.01 , the Administrative Agent) (provided that, at Borrower’s election, (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Convey Holding Parent, Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; , (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later 189 maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of Revolving Commitments in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s election, to the time of establishment thereof be earlier extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the maturity date terms and provisions hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (LifeStance Health Group, Inc.)

Extension of Revolving Commitments. Any The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.232.29. In order to establish any Extended Revolving Credit Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Credit Commitments may shall be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Facilities and Extended Revolving Credit Commitments) which have more than five (5) different maturity dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments original issue discount or otherwise) may be different than those the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, 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 Revolving Credit Commitments); and (iv) all borrowings under the 72 applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date of the non-extending Revolving Commitments); provided, further, that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.23 2.29 shall be in an aggregate principal amount that is not less than $5,000,00010,000,000.

Appears in 1 contract

Samples: Security Agreement (Delta Air Lines Inc /De/)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition 119 to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (Aii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item 125 US-DOCS\122695800.10 items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments); provided, that (AIII) repayments made in no event shall the final maturity date connection with any refinancing of any Extended Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of a given Revolver Commitments), and (iv) the Extension Series at Amendment may provide for (x) other covenants and terms that apply to any period after the time Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (By) that all documentation in respect subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extension Amendment Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be consistent with included for the foregoingbenefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Superior Industries International Inc)

Extension of Revolving Commitments. Any Borrower may The Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of a given Class Facility (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal Maturity Date with respect to all or a portion of any principal amount of such the Commitments under the Revolving Commitments Facility (any such Commitments under the Revolving Commitments Facility which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.18. In order to establish any Extended Revolving Commitments, the relevant Borrower Company shall provide a notice to the Revolving Facility Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Commitments under Lenders, as those applicable to the Existing Revolver Tranche from which subject to such Extended Revolving Commitments are to be amendedRevolver Extension Request (and related outstandings) (as reasonably determined by the Company), except thatincluding: (i) the maturity date Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be delayed to a later date different than the maturity date Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments Facility of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iiiii) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.137

Appears in 1 contract

Samples: Credit Agreement (SS&C Technologies Holdings Inc)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; , (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis and (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Commitments may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the Maturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms that apply applicable solely to any period after the Latest Maturity Date that is in respect of Revolving Commitments in effect on the effective date of the Extension Amendment (immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the establishment of extent that any such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of a given Revolver Extension Series any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the time of establishment thereof be earlier than extent any term or provision is added for the maturity date benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Cushman & Wakefield PLC)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal date with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.23‎Section 2.16. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical in all material respects to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (and related outstandings): (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (A) whether in the form of interest rates (including through fixed interest rates), interest margins, rate floorsmargin, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments OID or otherwise) may be different than those the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A)Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower 88 Blue Bird Body Company Credit Agreement and Lenders extending) 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the maturity date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date then-applicable Latest Maturity Date of the Existing Revolver Tranche from which such Extended any other Revolving Commitments are to be amended hereunder and (BC) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 ‎Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,0005,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this under ‎Section 2.24(b)).

Appears in 1 contract

Samples: Collateral Agreement (Blue Bird Corp)

Extension of Revolving Commitments. Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.24. In order to establish any Extended Revolving Commitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended, except that: (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that (A) in no event shall the final maturity date of any Extended 109 Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. Any The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of a given any Class (each, an “Existing Revolver TrancheRevolving Class”) be amended converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so amendedextended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.232.16. In order Prior to establish entering into any Extension Amendment with respect to any Extended Revolving Commitments, the relevant Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver TrancheRevolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolver Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under of the Existing Revolver Tranche Revolving Class from which such Extended Revolving Commitments they are to be amended, extended except that: that (i) the scheduled final maturity date of the Extended Revolving Commitments may shall be delayed extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Revolver TrancheRevolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the extent provided in the applicable Extension Amendment; Administrative Agent), (ii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolver Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the item items contemplated by the preceding clause (A), 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 Revolving Commitments); and (iv) all borrowings Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche Revolving Class and the Extended Revolving Commitments of the applicable Revolver Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the maturity date Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments); provided, that and (iv) at the election of the Borrower, the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to Extended Term Loans that, if not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension Request, either, (A) are not materially more restrictive to the Borrower (as determined by the Borrower in no event shall good faith), when taken as a whole, than the final maturity date terms of such Existing Term Loan Class subject to the Term Loan Extension Request, except in each case, with respect to (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a given Revolver Extension Series Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility or (B) reflect market terms and conditions (taken as a whole) at the time of establishment thereof be earlier than such Revolving Extension Request (as determined by the maturity date Borrower in good faith). No Lender shall have any obligation to agree to have any of the its Revolving Commitments of any Existing Revolver Tranche from which such Revolving Class converted into Extended Revolving Commitments are pursuant to be amended and (B) that all documentation in respect of such any Revolving Extension Amendment shall be consistent with the foregoingRequest. Any Extended Revolving Commitments amended extended pursuant to any Revolver Revolving Extension Request shall be designated a series (each, a “Revolver Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this AgreementAgreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Revolving Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000Class.

Appears in 1 contract

Samples: Credit Agreement (Ensemble Health Partners, Inc.)

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