Common use of Extensions of Loans and Commitments Clause in Contracts

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 7 contracts

Samples: Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.), Credit and Guaranty Agreement (Valeant Pharmaceuticals International, Inc.)

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Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 10.08 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a)4.02, 2.17 4.07(b) or 10.513.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 6 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the Borrower may, at any time request that to all or a portion of the Term Loans Lenders of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate Revolving Credit Commitments on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) based, in the case of an offer to the Lenders under any voluntary or mandatory prepayments or prepayment Class of Term Loans, on the aggregate outstanding Term Loans hereunder in each case as specified of such Class and, in the respective Term Loan case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Credit Commitments under such Revolving Facility, as applicable), and on the same terms to each such Lender (“Pro Rata Extension RequestOffers”), (iv) the final Borrower is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the scheduled amortization applicable terms of such Lender’s Loans and/or Commitments of such Class pursuant to the Extended Term Loans shall be set forth terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in the applicable Extension Amendment and the scheduled amortization respect of such Existing Term Loan Tranche shall be adjusted to reflect Lender’s Loans and/or Commitments and/or modifying the amortization schedule (including the principal amounts payable pursuant thereto) in respect of such Lender’s Loans); provided that any Lender offered or approached to provide an Extension (as defined below), may elect to or decline in its sole discretion to provide an Extension. For the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth avoidance of doubt, the reference to “on the same terms” in the applicable Extension Amendment; providedpreceding sentence shall mean, however(i) in the case of an offer to the Lenders under any Class of Term Loans, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity all of the Term Loans of such Existing Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan Tranche for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “Extended Revolving Credit Commitment,” and any Revolving Loan made pursuant to such Extended Revolving Credit Commitment, an “Extended Revolving Loan”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Credit Commitment shall become effective (vthe “Extension Election”), which shall be a date not earlier than five (5) Business Days after the covenants set forth in Section 6.7 may be modified in a manner acceptable date on which notice is delivered to the Borrower, the Administrative Agent and the Lenders party (or such shorter period agreed to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of in its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedreasonable discretion).

Appears in 5 contracts

Samples: Credit Agreement (Roku, Inc), Credit Agreement (Shutterfly Inc), Credit Agreement (Cavium, Inc.)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all or a portion subject to the terms of this Section 4.04, the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to Borrowers may extend the scheduled final maturity date thereof (any such Term Loans which have been so modifieddate, “Extended Term Loans”) and to provide for other otherwise modify the terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment revolving credit facility and the amortization shall be as set forth in the Extension Amendmentswingline facility made available hereunder, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement portion thereof (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of any Loans and/or Commitments, or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by Aleris to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Loans and unfunded Commitments) and 2.15(bon the same terms to each such Lender. In connection with the Extension, Aleris will provide notification to the Administrative Agent (for distribution to the Lenders), not earlier than twenty-four (24) applicable months and not later than three (3) months prior to Term Loansthe Final Maturity Date then in effect. Subject to Section 4.04(b) and (c), the Extension Offer shall become effective and binding upon each Lender that accepts the Extension Offer in accordance with its terms regardless of whether or not other Credit DocumentsLenders accept the Extension Offer. In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, without limiting prior to the foregoing, benefit equally and ratably from date (the Guarantees and security interests created “Extension Notice Date”) that is thirty (30) days after delivery of notice by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that such Lender, provide the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements Administrative Agent with a written notice thereof in a form reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to the Extension Offer by the Extension Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify Aleris of each Lender’s determination under this Section 4.04. The election of any obligation Lender to agree to have the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which facility they were modifieda part of immediately prior to the Extension and shall be a new facility hereunder.

Appears in 4 contracts

Samples: Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.), Credit Agreement (Aleris Ohio Management, Inc.)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all or a portion subject to the terms of this Section 2.16, the Borrowers may extend the maturity date, and otherwise modify the terms of the Term Loans Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Class Loans and/or Revolving Loan Commitments or any portion thereof (an and related outstandings) (the Existing Term Loan TrancheExtension”) be modified pursuant to constitute another Class of Term Loans in order to extend a written offer (the scheduled final maturity date thereof (any such Term Loans which have been so modified, Extended Term LoansExtension Offer”) made by the Company to all Lenders, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to provide for other terms consistent with this Section 2.26each such Lender. In order to establish any Extended Term Loansconnection with the Extension, the Borrower shall Company will provide a notice notification to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable for distribution to the Term Loans of Lenders). In connection with the Existing Term Loan Tranche from which they are Extension, each Lender, acting in its sole and individual discretion, wishing to be modified except (i) participate in the scheduled final maturity date shall be extended Extension shall, prior to the date set forth in (the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii“Notice Date”) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans that is 30 days after delivery of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated notice by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term LoansLender, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all provide the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements with a written notice thereof in a form reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Company of each Lender’s determination under this Section 2.16(a). The election of any obligation Lender to agree to have the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of its Term Loans the tranche of any Existing Term the Revolving Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which Commitments they were modifieda part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.

Appears in 3 contracts

Samples: Credit Agreement (CVR Refining, LP), Credit Agreement (CVR Partners, Lp), Credit Agreement (CVR Energy Inc)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any pursuant to one or more offers (each, an “Extension Offer”) made from time request that to time by the applicable Borrower(s) to all or Term A Lenders of Term A Loans with a portion like Maturity Date, all Term B Lenders of the Term B Loans with a like Maturity Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date, all Lenders of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Other Term Loans in order to extend the scheduled final maturity date thereof (any such with a like Maturity Date, all Lenders of Other Refinancing Term Loans which have been so modifiedwith a like Maturity Date, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the all Incremental Revolving Lenders of the applicable Existing Term Loan Tranche) (Incremental Revolving Commitments with a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedlike Maturity Date, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin all Revolving Lenders with respect to the Extended Term Loans may be higher Revolving Commitments with a like Maturity Date or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the all Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)with Other Refinancing Revolving Commitments with a like Maturity Date, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or a less the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than pro rata basis Dollars) and on the same terms to each such Lender, the Borrowers may from time to time offer to extend the Maturity Date for any such Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (but not greater than a pro rata basisincluding by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in any voluntary respect of such Lender’s Loans) (each, an “Extension”, and each group of Loans or mandatory prepayments or prepayment of Term Loans hereunder Commitments, as applicable, in each case of a given Tranche as specified so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the respective Term Loan Extension Request, (ivavoidance of doubt) the final maturity date be part of a single Tranche; and the scheduled amortization applicable to the any Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing A Loans, Extended Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the B Loans, extended Incremental Term Loans under such Existing Term Loan Tranche that have been or extended as Extended Other Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Class of Term Loan Tranche Loans from which they were modified.converted, and 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:

Appears in 2 contracts

Samples: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class time by the applicable Borrower(s) to all Term Lenders of Term Loans with a like Maturity Date, all Incremental Term Lenders of Incremental Term Loans with a like Maturity Date, all Lenders of Other Term Loans with a like Maturity Date, all Lenders of Other Refinancing Term Loans with a like Maturity Date, all Incremental Revolving Lenders of Incremental Revolving Commitments with a like Maturity Date, all Revolving Lenders with Revolving Commitments with a like Maturity Date or all Lenders with Other Refinancing Revolving Commitments with a like Maturity Date, in order each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or the aggregate amount of the Commitments with the same Maturity Date, as the case may be, and using Dollar Amounts in the case of any amounts denominated in an Agreed Currency other than Dollars) and on the same terms to each such Lender, the Borrowers may from time to time offer to extend the scheduled final maturity date thereof (Maturity Date for any such Term Loans which have been so modifiedLoans, “Extended Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension, and each group of Loans or Commitments, as applicable, in each case of a given Tranche as so extended, as well as the original Loans and Commitments of the original respective Tranche (in each case not so extended), shall (for the avoidance of doubt) be part of a single Tranche; and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended extended Incremental Term Loans to be established, which terms shall be identical to those applicable to the or extended Other Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Class of Term Loan Tranche Loans from which they were modified.converted, and 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:

Appears in 2 contracts

Samples: Restatement Agreement (Endo International PLC), Assignment and Assumption (Endo International PLC)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all or a portion subject to the terms of this Section 2.19, the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to Borrowers may extend the scheduled final maturity date thereof (any such Term Loans which have been so modifieddate, “Extended Term Loans”) and to provide for other otherwise modify the terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedTranches, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement portion thereof (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of any Loans and/or Commitments applicable to a Tranche, or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by Holdings to all Lenders, in each case on a pro rata basis under each Tranche (based on the aggregate outstanding principal amount of the respective outstanding Loans and unfunded Commitments of such Tranche) and 2.15(b) on the same terms to each such Lender. In connection with the Extension, Holdings will provide notification to the Administrative Agent (for distribution to the Lenders), not earlier than 18 months and not later than 6 months prior to the Initial Revolving Loan Maturity Date of the requested Extension and new Extended Revolving Loan Maturity Date. In connection with the Extension, each Lender of the applicable Tranche, acting in its sole and individual discretion, wishing to Term Loans) and participate in the other Credit Documents, and Extension shall, without limiting prior to the foregoing, benefit equally and ratably from date (the Guarantees and security interests created “Notice Date”) that is 30 days after delivery of notice by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that such Lender, provide the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements Administrative Agent with a written notice thereof in a form reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify Holdings of each Lender’s determination under this Section 2.19(a). The election of any obligation Lender to agree to have the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the U.S. Facility Commitments and Canadian Facility Commitments so extended shall cease to be a part of its Term Loans of any Existing Term Loan the Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifieda part of immediately prior to the Extension and shall be a new Tranche hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Smurfit Stone Container Corp), Credit Agreement (Smurfit Stone Container Corp)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan TrancheClass”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheClass) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Class from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin yield with respect to the such Extended Term Loans may be higher or lower than the Applicable Margin yield for the Term Loans of such Existing Term Loan Tranche Class and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestAmendment, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be schedule set forth in Section 2.06 or the applicable Extension Incremental Joinder Agreement or Refinancing Amendment and the scheduled amortization of applicable to such Existing Term Loan Tranche Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Class and (v) the covenants set forth in Section 6.7 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date Final Maturity Date of the then outstanding applicable Existing Term Loans Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 2.12 or 10.5Section 11.08). Except as provided above, each Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.04(a) and 2.15(b2.04(b)(iv) applicable to Term Loans) and the other Credit Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees Guaranties and security interests the Liens created by the Collateral Documents. The Credit Loan Parties shall take any actions reasonably required requested by the Administrative Agent to ensure and/or demonstrate that the Lien Liens and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche Class from which they were modified.

Appears in 2 contracts

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties LLC)

Extensions of Loans and Commitments. (a) The Notwithstanding anything in this Agreement to the contrary, pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the applicable Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.27, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans and Commitments of each Lender in such Class) and on the same terms to each such Lender, such Borrower may, at any time request that all pursuant to the provisions of this Section 2.27, agree with one or a portion more Lenders holding Loans and Commitments of the Term Loans of any such Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modifiedfor, “Extended Term Loans”) and to provide for other terms otherwise modify consistent with this Section 2.262.27 the terms of, such Loans and/or Commitments (each such modification, an “Extension”). In order to establish any Extended Term Loansconnection with each Extension, the applicable Borrower shall will provide a notice to the Administrative Agent (who shall provide a copy of such notice for distribution to each of the Lenders of the applicable Existing Term Loan TrancheClass) at least 10 days (a or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended Loans of each such Class (each an Term Loan Extension RequestExtended Maturity Date”) setting forth and the proposed terms due date for Lender responses. In connection with any Extension, each Lender of the Extended Term Loans applicable Class wishing to be establishedparticipate in such Extension shall, which terms shall be identical prior to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendmentsuch due date, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, provide the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans with a written notice thereof in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions a form reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to any Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any obligation to Extension, the applicable Borrower shall agree to have any such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedthis Section 2.27.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols SA)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class time by the Borrower to all Lenders of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide like Maturity Date or Revolving Credit Commitments with a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)like Maturity Date, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment based on the aggregate outstanding principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestLoans or Revolving Credit Commitments with the same Maturity Date, (ivas the case may be) and on the final same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Term Loans and/or Revolving Credit Commitments and otherwise modify the scheduled amortization applicable terms of such Term Loans and/or Revolving Credit Commitments pursuant to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect terms of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable relevant Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement Offer (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and 2.15(b) applicable to and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the other original Revolving Credit DocumentsCommitments (in each case not so extended), and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take being a “Class”; any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Class of Term Loan Tranche Loans from which they were modified.converted, and any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 2 contracts

Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class of Term Loans in order time by the Borrower to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent or all Lenders holding Revolving Commitments with this Section 2.26. In order to establish any Extended Term Loansa like Stated Maturity, the Borrower shall provide a notice may from time to time extend the maturity date of any Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedrelevant Extension Offer (including, which terms shall be identical to those applicable to without limitation, by increasing the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth interest rate or fees payable in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or Revolving Commitments (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Aand related outstandings), in each case, without the consent of any other Lenders) (an “Extension,” and each group of Revolving Commitments so extended, as well as the original Revolving Commitments (not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.3(b) and 2.5(b) to the extent provided dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.3(b) and 2.5(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Requestthree different Stated Maturities, (iviii) if the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization aggregate principal amount of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) Revolving Commitments in respect of which Lenders shall have accepted the Term Loans under such Existing Term Loan Tranche that have been relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended as Extended Term Loans as set forth in by the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect Borrower pursuant to such Extension Amendment (it being understood that each Lender providing Extended Term LoansOffer, by executing an Extension Amendment, agrees to be bound by then the Revolving Commitments of such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans Lenders shall be entitled 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, (viii) all the benefits afforded by this Agreement (including, without limitation, the provisions set forth documentation in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting respect of such Extension shall be consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent, and (ix) any applicable Minimum Extension Condition shall be satisfied. No For the avoidance of doubt, no Lender shall have be required to participate in any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedExtension.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) (i) The Borrower may, may at any time and from time to time request that all or a portion of the each Term Loans Loan of any Class (an “Existing Term Loan TrancheClass”) be modified to constitute another Class of Term Loans in order converted to extend the scheduled final maturity date thereof (any such Term Loans which have been so modifiedextended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.25. In order Prior to establish entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheClass) in substantially the form of Exhibit N or such other form as approved from time to time by Borrower and the Administrative Agent (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedLoans, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Class from which they are to be modified extended except that (ix) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the date scheduled amortization payments reflected in Section 2.12 or in the Joinder Agreement with respect to New Term Loans, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension AmendmentSection 2.25(c) below), (iiy) all-in pricing (Aincluding, without limitation, margins, fees and premiums) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin all-in pricing (including, without limitation, margins, fees and premiums) for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)Class, in each case, to the extent provided in the applicable Extension Amendment, Agreement and (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (ivz) the final maturity date voluntary and the scheduled amortization applicable to mandatory prepayment rights of the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted subject to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent2.15. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche Class of Term Loans from which they were modifiedextended; provided that in no event shall there be more than four Classes of Extended Revolving Commitments and Extended Term Loans in the aggregate at any one time.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Aeroflex Holding Corp.), Credit and Guaranty Agreement (Aeroflex Acquisition One, Inc.)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower mayto all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower is 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 Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans AMERICAS/2023095923.12023095923.18 119 Credit Agreement and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans (as defined below) shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any time request Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all or Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Revolving Credit Commitments (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments 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 Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v), (vi) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Class Lender that agrees to an extension with respect to such Term Loans (an “Existing Extending Term Loan TrancheLender”) be modified extended pursuant to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof any Extension (any such Term Loans which have been so modified, “Extended Term Loans”) and shall have the same terms as the tranche of Term Loans subject to provide such Extension Offer (except for covenants or other terms consistent with this Section 2.26. In order provisions contained therein applicable only to establish periods after the then Latest Maturity Date), (iv) the amortization schedule applicable to any Extended Term Loans, Loans pursuant to Section 2.07 for the Borrower shall provide a notice periods prior to the Administrative Agent original Loan Maturity Date may not be increased, (who shall provide a copy v) the Weighted Average Life to Maturity of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the any Extended Term Loans to be established, which terms shall be identical no shorter than the remaining Weighted Average Life to those applicable to Maturity of the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendmentthereby, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iiivi) any Extended Term Loans loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or prepayment of Term Loans hereunder hereunder, in each case as specified in the respective Term Loan applicable Extension RequestOffer, (ivvii) if the final maturity date and the scheduled amortization applicable to the Extended aggregate principal amount of Term Loans shall be set forth in (calculated on the applicable Extension Amendment and face amount thereof) or Revolving Credit Commitments, as the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) case may be, in respect of AMERICAS/2023095923.12023095923.18 120 Credit Agreement which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans under such Existing Term Loan Tranche that have been extended or Revolving Credit Loans, as Extended Term Loans as set forth in the applicable Extension Amendment; providedcase may be, however, that the weighted average life to maturity of such Extended Term Loans Lenders or Revolving Credit Lenders, as the case may be, shall be no shorter than extended ratably up to such maximum amount based on the weighted average life respective principal amounts (but not to maturity exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the Term Loans case may be, have accepted such Extension Offer, (vii) all documentation in respect of such Existing Term Loan Tranche Extension shall be consistent with the foregoing and (vix) the covenants set forth in Section 6.7 may any applicable Minimum Extension Condition shall be modified in a manner acceptable to satisfied unless waived by the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like Maturity Date, as the case may be) 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 Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans (as defined below) shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any time request Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all or Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Revolving Credit Commitments (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments 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 Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v), (vi) and (vii), be determined by the Borrowers and set forth in the relevant Extension Offer), the Term Loans of any Class Lender that agrees to an extension with respect to such Term Loans (an “Existing Extending Term Loan TrancheLender”) be modified extended pursuant to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof any Extension (any such Term Loans which have been so modified, “Extended Term Loans”) and shall have the same terms as the tranche Credit Agreement of Term Loans subject to provide such Extension Offer (except for covenants or other terms consistent with this Section 2.26. In order provisions contained therein applicable only to establish periods after the then Latest Maturity Date), (iv) the amortization schedule applicable to any Extended Term Loans, Loans pursuant to Section 2.07 for the Borrower shall provide a notice periods prior to the Administrative Agent original Loan Maturity Date may not be increased, (who shall provide a copy v) the Weighted Average Life to Maturity of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the any Extended Term Loans to be established, which terms shall be identical no shorter than the remaining Weighted Average Life to those applicable to Maturity of the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendmentthereby, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iiivi) any Extended Term Loans loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or prepayment of Term Loans hereunder hereunder, in each case as specified in the respective Term Loan applicable Extension RequestOffer, (ivvii) if the final maturity date and the scheduled amortization applicable to the Extended aggregate principal amount of Term Loans shall be set forth in (calculated on the applicable Extension Amendment and face amount thereof) or Revolving Credit Commitments, as the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Term Loans under such Existing Term Loan Tranche that have been extended or Revolving Credit Loans, as Extended Term Loans as set forth in the applicable Extension Amendment; providedcase may be, however, that the weighted average life to maturity of such Extended Term Loans Lenders or Revolving Credit Lenders, as the case may be, shall be no shorter than extended ratably up to such maximum amount based on the weighted average life respective principal amounts (but not to maturity exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the Term Loans case may be, have accepted such Extension Offer, (vii) all documentation in respect of such Existing Term Loan Tranche Extension shall be consistent with the foregoing and (vix) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the any applicable Minimum Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans Condition shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created satisfied unless waived by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedBorrowers.

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding N.V.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be substantially identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than a pro rata basis, or a greater than a pro rata basis in any optional prepayments of Term Loans hereunder and on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Tranche, and (v) the covenants covenant set forth in Section 6.7 10.08 may be modified in a manner acceptable to the Borrower, the Administrative Agent Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a4.02, 4.07(b), 2.17 or 10.513.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class of Term Loans in order time by the Borrower to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent or all Lenders holding Revolving Commitments with this Section 2.26. In order to establish any Extended Term Loansa like Stated Maturity, the Borrower shall provide a notice may from time to time extend the maturity date of any Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedrelevant Extension Offer (including, which terms shall be identical to those applicable to without limitation, by increasing the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth interest rate or fees payable in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or Revolving Commitments (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Aand related outstandings), in each case, without the consent of any other Lenders) (an “Extension”, and each group of Revolving Commitments so extended, as well as the original Revolving Commitments (not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.4(f) and 2.5(b) to the extent provided dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.4(f) and 2.5(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Requestthree different Stated Maturities, (iviii) if the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization aggregate principal amount of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) Revolving Commitments in respect of which Lenders shall have accepted the Term Loans under such Existing Term Loan Tranche that have been relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended as Extended Term Loans as set forth in by the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect Borrower pursuant to such Extension Amendment (it being understood that each Lender providing Extended Term LoansOffer, by executing an Extension Amendment, agrees to be bound by then the Revolving Commitments of such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans Lenders shall be entitled 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, (viii) all the benefits afforded by this Agreement (including, without limitation, the provisions set forth documentation in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting respect of such Extension shall be consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection -57- therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent, and (ix) any applicable Minimum Extension Condition shall be satisfied. No For the avoidance of doubt, no Lender shall have be required to participate in any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedExtension.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) The Borrower may, Company may at any time and from time to time request that all or a portion of the Term Tranche A Revolving Commitments (including any previously extended Tranche A Revolving Commitments), existing at the time of such request (each, an "Existing Revolving Commitment" and any related Tranche A Revolving Loans, "Existing Revolving Loans"; each Existing Revolving Commitment and related Existing Revolving Loans of any Class (together being referred to as an "Existing Term Loan Tranche”) Revolving Class"), be modified to constitute another Class of Term Loans in order converted or exchanged to extend the scheduled final maturity termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments (any such Term Loans Existing Revolving Commitments which have been so modifiedextended, "Extended Term Revolving Commitments" and any related Revolving Loans, "Extended Revolving Loans") and to provide for other terms consistent with this Section 2.262.19. In order Prior to establish entering into any Extension Amendment with respect to any Extended Term LoansRevolving Commitments, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Tranche A Revolving Lenders of the applicable Existing Term Loan Tranchewith such request offered equally to all Tranche A Revolving Lenders) (a “Term Loan aan "Extension Request") setting forth the proposed terms of the Extended Term Loans Revolving Commitments to be establishedestablished thereunder, which terms shall be identical similar to those applicable to the Term Loans Existing Revolving Commitments (such Tranche, the "Specified Existing Revolving Commitment Class"), except that (w) all or any of the final maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Term Loan Tranche from which they are to be modified except Revolving Commitments of the Specified Existing Revolving Commitment Class, (ix)(A) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin prepayment terms and premiums with respect to the Extended Term Loans Revolving Commitments may be higher or lower different than the Applicable Margin those for the Term Loans Existing Revolving Commitments of such the Specified Existing Term Loan Tranche Revolving Commitment Class, and/or (B) additional fees (including prepayment or termination premiums) and/or premiums may be payable to the Lenders providing such Extended Term Loans Revolving Commitments in addition to or in lieu of any increased Applicable Margin of the items contemplated by the preceding clause (A), in each case, ) and (y)(1) the Unused Line Fee Rate applicable to Tranche A Revolving Commitments with respect to the extent Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in the applicable Extension Amendmentthis Section 2.19 or otherwise, (iiiI) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Term Loans may participate Revolving Commitments, shall be made on a pro rata basis or a less than pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving Commitment Class, as applicable (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall mechanics for which may be set forth in implemented through the applicable Extension Amendment and may include technical changes related to the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect borrowing and repayment procedures of the Term Loans under such Tranche A Revolving Commitments of the Specified Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in Revolving Commitments Class) and (II) subject to the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants limitations set forth in Section 6.7 2.07, permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments), shall be permitted as may be modified in a manner acceptable to agreed between the Borrower, the Administrative Agent Company and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agentthereof. No Lender shall have any obligation to agree to have any of its Term Revolving Loans or Revolving Commitments of any Existing Term Loan Tranche modified to constitute Revolving Class converted or exchanged into Extended Term Revolving Loans pursuant to any Term Loan Extension Requestor Extended Revolving Commitments. Any series of Extended Term Loans of any Extension Tranche Revolving Commitments shall constitute a separate Class of Term Loans Revolving Commitments from Existing Revolving Commitments of the Specified Existing Term Loan Tranche Revolving Commitment Class and from which they were modifiedany other Extended Revolving Commitments (together with any other Extended Revolving Commitments so established on such date).

Appears in 1 contract

Samples: Credit Agreement (SunOpta Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan TrancheClass”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheClass) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Class from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin yield with respect to the such Extended Term Loans may be higher or lower than the Applicable Margin yield for the Term Loans of such Existing Term Loan Tranche Class and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestAmendment, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be schedule set forth in Section 2.06 or the applicable Extension Incremental Joinder Agreement or Refinancing Amendment and the scheduled amortization of applicable to such Existing Term Loan Tranche Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Class and (v) the covenants set forth in Section 6.7 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date Final Maturity Date of the then outstanding applicable Existing Term Loans Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 2.12 or 10.5Section 11.08). Except as provided above, each Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.04(a) and 2.15(b2.04(b)(iv) applicable to Term Loans) and the other Credit Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees Guaranties and security interests the Liens created by the Collateral Documents. The Credit Loan Parties shall take any actions reasonably required requested by the Administrative Agent to ensure and/or demonstrate that the Lien Liens and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche Class from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any including Section 2.19(c) (which provisions shall not be applicable to this Section 2.24), pursuant to one or more offers made from time request that to time by the Borrowers to all or a portion of the Term Loans Lenders of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such having a like Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate Facility Maturity Date on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) based, in the case of an offer to the Lenders under any voluntary or mandatory prepayments or prepayment Class of Term Loans, on the aggregate outstanding Term Loans hereunder in of such Class) and on the same terms to each case as specified in such Lender (“Pro Rata Extension Offers”), the respective Term Loan Extension Request, (iv) Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time to extend the final maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the scheduled amortization applicable term of such Lender’s Loans and/or Commitments of such Class pursuant to the Extended Term Loans shall be set forth terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in the applicable Extension Amendment and the scheduled amortization respect of such Existing Term Loan Tranche shall be adjusted to reflect Lender’s Loans and/or Commitments and/or modifying the amortization schedule (including the principal amounts payable pursuant thereto) in respect of such Lender’s Loans). For the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth avoidance of doubt, the reference to “on the same terms” in the applicable Extension Amendment; providedpreceding sentence shall mean, howeverin the case of an offer to the Lenders under any Class of Term Loans, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity all of the Term Loans of such Existing Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan Tranche and for such Lender if such Lender is extending an existing Term Loan (v) such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension Offer shall specify the covenants set forth in Section 6.7 may date on which the Borrowers propose that the Extended Term Loan shall be modified in made, which shall be a manner acceptable date not earlier than five Business Days after the date on which notice is delivered to the Borrower, the Administrative Agent and the Lenders party (or such shorter period agreed to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of in its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedreasonable discretion).

Appears in 1 contract

Samples: Second Lien Credit Agreement (Amaya Inc.)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class time by the Borrower to all Lenders of Term B Loans in order to extend the scheduled final maturity date thereof with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date (other than any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (AInitial Non-Extending Revolving Credit Commitments), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment based on the aggregate outstanding principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestB Loans or Revolving Credit Commitments with the same Maturity Date, (ivas the case may be) and on the final same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Term B Loans and/or Revolving Credit Commitments and otherwise modify the scheduled amortization applicable terms of such Term B Loans and/or Revolving Credit Commitments pursuant to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect terms of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable relevant Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement Offer (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of such Term B Loans and/or Revolving Credit Commitments (and related outstandings) and 2.15(b) applicable to and/or modifying the amortization schedule in respect of such Lender’s Term B Loans) (each, an “Extension”, and each group of Term B Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term B Loans and the other original Revolving Credit DocumentsCommitments (in each case not so extended), and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take being a “tranche”; any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term B Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class tranche of Term B Loans from the Existing tranche of Term Loan Tranche B Loans from which they were modified.converted, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 1 contract

Samples: Credit Agreement (ResCare Finance, Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, Company may at any time and from time to time request that all or a portion of the Term Tranche A Revolving Commitments (including any previously extended Tranche A Revolving Commitments), existing at the time of such request (each, an "Existing Revolving Commitment" and any related Tranche A Revolving Loans, "Existing Revolving Loans"; each Existing Revolving Commitment and related Existing Revolving Loans of any Class (together being referred to as an "Existing Term Loan Tranche”) Revolving Class"), be modified to constitute another Class of Term Loans in order converted or exchanged to extend the scheduled final maturity termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Existing Revolving Loans related to such Existing Revolving Commitments (any such Term Loans Existing Revolving Commitments which have been so modifiedextended, "Extended Term Revolving Commitments" and any related Revolving Loans, "Extended Revolving Loans") and to provide for other terms consistent with this Section 2.262.19. In order Prior to establish entering into any Extension Amendment with respect to any Extended Term LoansRevolving Commitments, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Tranche A Revolving Lenders of the applicable Existing Term Loan Tranchewith such request offered equally to all Tranche A Revolving Lenders) (a “Term Loan an "Extension Request") setting forth the proposed terms of the Extended Term Loans Revolving Commitments to be establishedestablished thereunder, which terms shall be identical similar to those applicable to the Term Loans Existing Revolving Commitments (such Tranche, the "Specified Existing Revolving Commitment Class"), except that (w) all or any of the final maturity and/or termination dates of such Extended Revolving Commitments may be delayed to later dates than the final maturity and/or termination dates of the Existing Term Loan Tranche from which they are to be modified except Revolving Commitments of the Specified Existing Revolving Commitment Class, (ix)(A) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment interest rates, interest margins, rate floors, upfront fees, funding discounts, original issue discounts and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin prepayment terms and premiums with respect to the Extended Term Loans Revolving Commitments may be higher or lower different than the Applicable Margin those for the Term Loans Existing Revolving Commitments of such the Specified Existing Term Loan Tranche Revolving Commitment Class, and/or (B) additional fees (including prepayment or termination premiums) and/or premiums may be payable to the Lenders providing such Extended Term Loans Revolving Commitments in addition to or in lieu of any increased Applicable Margin of the items contemplated by the preceding clause (A), in each case, ) and (y)(1) the Unused Line Fee Rate applicable to Tranche A Revolving Commitments with respect to the extent Extended Revolving Commitments may be different than those for the Existing Revolving Commitments, and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in the applicable Extension Amendmentthis Section 2.19 or otherwise, (iiiI) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of the Extended Revolving Loans under any Extended Term Loans may participate Revolving Commitments, shall be made on a pro rata basis or a less than pro rata basis with any borrowings and repayments of the Existing Revolving Loans of the Specified Existing Revolving Commitment Class, as applicable (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall mechanics for which may be set forth in implemented through the applicable Extension Amendment and may include technical changes related to the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect borrowing and repayment procedures of the Term Loans under such Tranche A Revolving Commitments of the Specified Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in Revolving Commitments Class) and (II) subject to the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants limitations set forth in Section 6.7 2.07, permanent repayments of Extended Revolving Loans (and corresponding permanent reduction in the related Extended Revolving Commitments), shall be permitted as may be modified in a manner acceptable to agreed between the Borrower, the Administrative Agent Company and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agentthereof. No Lender shall have any obligation to agree to have any of its Term Revolving Loans or Revolving Commitments of any Existing Term Loan Tranche modified to constitute Revolving Class converted or exchanged into Extended Term Revolving Loans pursuant to any Term Loan Extension Requestor Extended Revolving Commitments. Any series of Extended Term Loans of any Extension Tranche Revolving Commitments shall constitute a separate Class of Term Loans Revolving Commitments from Existing Revolving Commitments of the Specified Existing Term Loan Tranche Revolving Commitment Class and from which they were modifiedany other Extended Revolving Commitments (together with any other Extended Revolving Commitments so established on such date).

Appears in 1 contract

Samples: Credit Agreement (SunOpta Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan TrancheClass”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheClass) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Class from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin yield with respect to the such Extended Term Loans may be higher or lower than the Applicable Margin yield for the Term Loans of such Existing Term Loan Tranche Class and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestAmendment, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be schedule set forth in Section 2.06 or the applicable Extension Incremental Joinder Agreement or Refinancing Amendment and the scheduled amortization of applicable to such Existing Term Loan Tranche Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Class and (v) the covenants covenant set forth in Section 6.7 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date Final Maturity Date of the then outstanding applicable Existing Term Loans Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 2.12 or 10.5Section 11.08). Except as provided above, each Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.04(a) and 2.15(b2.04(b) (iv) applicable to Term Loans) and the other Credit Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees Guaranties and security interests the Liens created by the Collateral Documents. The Credit Loan Parties shall take any actions reasonably required requested by the Administrative Agent to ensure and/or demonstrate that the Lien Liens and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche Class from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Vici Properties Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be amended, converted or modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof and/or to extend the date of any amortization payment thereon (any such Term Loans which have been so amended, converted or modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than pro rata basis or a greater than a pro rata basis in any optional prepayments or prepayment and on a pro rata or a less than pro rata basis (but not no greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans (hereunder or greater than pro rata basis in connection any permitted refinancing thereof) in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche (determined without giving effect to the impact of prepayments on amortization of such Existing Term Loans Tranche) and (v) the covenants set forth in Section 6.7 Financial Maintenance Covenant may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans Maturity Date applicable to any Covenant Facility in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a)4.02, 2.17 4.07(b) or 10.513.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(aSections 2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or other applicable Law or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended, converted or modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Boyd Gaming Corp)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower mayto all Term A Lenders of Term A Loans with a like Maturity Date, at any time request that all or Term B Lenders of Term B Loans with a portion like Maturity Date, all Incremental Term Lenders of the Incremental Term Loans with a like Maturity Date, all Lenders of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Other Term Loans in order to extend the scheduled final maturity date thereof (any such with a like Maturity Date, all Lenders of Other Refinancing Term Loans which have been so modifiedwith a like Maturity Date, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the all Incremental Revolving Lenders of the applicable Existing Term Loan Tranche) (Incremental Revolving Commitments with a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedlike Maturity Date, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin all Revolving Lenders with respect to the Extended Term Loans may be higher Revolving Commitments with a like Maturity Date or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the all Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)with Other Refinancing Revolving Commitments with a like Maturity Date, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or a less than pro rata basis the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (but not greater than a pro rata basisincluding by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in any voluntary respect of such Lender’s Loans) (each, an “Extension”, and each group of Loans or mandatory prepayments or prepayment of Term Loans hereunder Commitments, as applicable, in each case as specified so extended, as well as the original Loans and Commitments (in the respective Term Loan Extension Requesteach case not so extended), (iv) the final maturity date and the scheduled amortization applicable to the being a Tranche; any Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing A Loans, Extended Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the B Loans, Extended Incremental Term Loans under such Existing Term Loan Tranche that have been extended as or Extended Other Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class Tranche of Term Loans from the Existing Tranche of Term Loan Tranche Loans from which they were modified.converted, and any Extended Revolving Commitments shall constitute a separate Tranche of Revolving Commitments from the Tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 1 contract

Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower may, at any time request that to all or a portion Lenders of the First Priority Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide like Stated Maturity or Revolving Commitments with a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)like Stated Maturity, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment based on the aggregate outstanding principal amount of the respective First Priority Term Loans hereunder in or Revolving Commitments with the same Stated Maturity, as the case may be) and on the same terms to each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the BorrowerLender, the Administrative Agent and Borrower may from time to time following the Lenders party to First Amendment Effective Date extend the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding any First Priority Term Loans in effect immediately prior to giving effect to and/or Revolving Commitments and otherwise modify the terms of such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended First Priority Term Loans shall be entitled and/or Revolving Commitments pursuant to all the benefits afforded by this Agreement terms of the relevant Extension Offer (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of such First Priority Term Loans and/or Revolving Commitments (and related outstandings) and 2.15(b) applicable to and/or modifying the amortization schedule in respect of such Lender’s First Priority Term Loans) (each, an “Extension”, and each group of First Priority Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original First Priority Term Loans and the other Credit Documentsoriginal Revolving Commitments (in each case not so extended), and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take being a “tranche”; any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Extended First Priority Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class tranche of First Priority Term Loans from the Existing tranche of First Priority Term Loan Tranche Loans from which they were modified.converted, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.6(f) and 2.7(b) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.6(f) and 2.7(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than three different Stated Maturities, (iii) except as to interest rates, fees, amortization, final

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

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Extensions of Loans and Commitments. (a) The Notwithstanding anything in this Agreement to the contrary, pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the applicable Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.27, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans and Commitments of each Lender in such Class) and on the same terms to each such Lender, such Borrower may, at any time request that all pursuant to the provisions of this Section 2.27, agree with one or a portion more Lenders holding Loans and Commitments of the Term Loans of any such Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modifiedfor, “Extended Term Loans”) and to provide for other terms otherwise modify consistent with this Section 2.262.27 the terms of, such Loans and/or Commitments (each such modification, an “Extension”). In order to establish any Extended Term Loansconnection with each Extension, the applicable Borrower shall will provide a notice to the Administrative Agent (who shall provide a copy of such notice for distribution to each of the Lenders of the applicable Existing Term Loan TrancheClass) at least 10 days (a or such shorter period as may be agreed by the Administrative Agent) prior written notice of such Extension, including the applicable Class or Classes to be extended and the requested new maturity date for the extended Loans of each such Class (each an Term Loan Extension RequestExtended Maturity Date”) setting forth and the proposed terms due date for Lender responses. In connection with any Extension, each Lender of the Extended Term Loans applicable Class wishing to be establishedparticipate in such Extension shall, which terms shall be identical prior to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendmentsuch due date, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, provide the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans with a written notice thereof in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions a form reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to any Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any obligation to Extension, the applicable Borrower shall agree to have such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.27. (b) After giving effect to any of its Extension, the Term Loans or Revolving Commitments so extended shall cease to be a part of any Existing Term Loan Tranche modified the Class that they were a part of immediately prior to constitute Extended the Extension and shall be a new Class hereunder; provided, that at no time shall there be more than three different Classes of Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans and three different classes of Revolving Commitments; provided further, that, in the case of any Extension Tranche Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall constitute continue to be made on a separate Class ratable basis among all Revolving Lenders, based on the relative amounts of Term their Revolving Commitments, until the repayment of the Revolving Loans from attributable to the non-extended Revolving Commitments on the relevant maturity date (such loans, the “Existing Term Loan Tranche from which they were modified.Revolving Loans”), and (ii) no termination of Extended 107

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Grifols SA)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower mayto any or all Lenders holding Term B-1 Loans or, at any time request that all Term B-2 Loans or a portion of the Incremental Term Loans of any Class (an “Existing Term Loan Tranche”) be modified a given series with a like Stated Maturity, the Borrower may from time to constitute another Class of Term Loans in order to time extend the scheduled final maturity date thereof (any of such Term Loans which have been so modified, “Extended and otherwise modify the terms of such Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice Loans pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Arelated outstandings), in each case, without the consent of any other Lenders) (an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the extent relevant Lenders, (ii) except as to interest rates, fees and final maturity, the Term Loans of any Lender (an “Extending Term Lender”) extended pursuant to an Extension (an “Extended Term Loan”) shall be a Term Loan with the same terms as the original Term Loans; provided that at no time shall there be Term B-1 Loans or Term B-2 Loans hereunder (including Extended Term Loans and any original Term Loans) which in the applicable Extension Amendmenteither case have more than three different Stated Maturities, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment if the aggregate principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans under offered to be extended by the Borrower pursuant to such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; providedOffer, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of then the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may Lenders shall be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect 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 Amendment Offer, (it being understood that each Lender providing Extended Term Loans, by executing an viii) all documentation in respect of such Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent. No Lender , and (ix) any applicable Minimum Extension Condition shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedbe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 10.08 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a)4.02, 2.17 4.07(b) or 10.513.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modified.the

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Series (an “Existing Term Loan TrancheSeries”) be modified to constitute another Class Series of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.25. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheSeries) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Series from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins and/or interest rate “floors” with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins and/or interest rate “floors” for the Term Loans of such Existing Term Loan Tranche Series and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin Margins and/or interest rate “floors” contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestAmendment, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche Series shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche Series that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Series and (v) the covenants set forth in Section 6.7 6.07 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, ; provided that any such modifications to shall become effective only after the latest final maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a)2.16, 2.17 9.06 or 10.59.08). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) 2.14 applicable to Term Loans) and the other Credit Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche Series modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended 105 Term Loans of any Extension Tranche Series shall constitute a separate Class Series of Term Loans from the Existing Term Loan Tranche Series from which they were modified.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Penn National Gaming Inc)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the BorrowersBorrower to all Lenders of Term Loans with a like Maturity Date or Revolving Credit Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrowers areBorrower is 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 Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans (as defined below) shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have Credit Agreement NYDOCS01/1760806.13 [Different first page setting changed from off in original to on in modified.]. occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any time request Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the BorrowersBorrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all or Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Revolving Credit Commitments (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments 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 Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v), (vi) and (vii), be determined by the BorrowersBorrower and set forth in the relevant Extension Offer), the Term Loans of any Class Lender that agrees to an extension with respect to such Term Loans (an “Existing Extending Term Loan TrancheLender”) be modified extended pursuant to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof any Extension (any such Term Loans which have been so modified, “Extended Term Loans”) and shall have the same terms as the tranche of Term Loans subject to provide such Extension Offer (except for covenants or other terms consistent with this Section 2.26. In order provisions contained therein applicable only to establish periods after the then Latest Maturity Date), (iv) the amortization schedule applicable to any Extended Term Loans, Loans pursuant to Section 2.07 for the Borrower shall provide a notice periods prior to the Administrative Agent original Loan Maturity Date may not be increased, (who shall provide a copy v) the Weighted Average Life to Maturity of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the any Extended Term Loans to be established, which terms shall be identical no shorter than the remaining Weighted Average Life to those applicable to Maturity of the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendmentthereby, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iiivi) any Extended Term Loans loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or prepayment of Term Loans hereunder hereunder, in each case as specified in the respective Term Loan applicable Extension RequestOffer, (ivvii) if the final maturity date and the scheduled amortization applicable to the Extended aggregate principal amount of Term Loans shall be set forth in (calculated on the applicable Extension Amendment and face amount thereof) or Revolving Credit Commitments, as the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the BorrowersBorrower pursuant to such Extension Offer, then the Term Loans under such Existing Term Loan Tranche that have been extended or Revolving Credit Loans, as Extended Term Loans as set forth in the applicable Extension Amendment; providedcase may be, however, that the weighted average life to maturity of such Extended Term Loans Lenders or Revolving Credit Lenders, as the case may be, shall be no shorter than extended ratably up to such maximum amount based on the weighted average life respective principal amounts (but not to maturity exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the Term Loans case may be, have accepted such Extension Offer, (vii) all documentation in respect of such Existing Term Loan Tranche Credit Agreement NYDOCS01/1760806.13 [Different first page setting changed from off in original to on in modified.]. Extension shall be consistent with the foregoing and (vix) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the any applicable Minimum Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans Condition shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created satisfied unless waived by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedBorrowersBorrower.

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) The Borrower may, at any time and from time to time after the Second Amendment Effective Date, request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be modified converted to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modifiedconverted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.21. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified converted except (ix) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (Ay)(A) the Applicable Margin Rates with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Rates for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin Rates contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; provided, (iii) however, the yield for any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but any Permitted Refinancing Debt consisting of loans shall not be greater than a pro rata basis) in the highest yield that may, under any voluntary or mandatory prepayments or prepayment of circumstances, be payable with respect to Tranche 2 Term Loans hereunder in each case as specified in (such yield on Tranche 2 Term Loans shall be deemed to include all upfront or similar fees payable to the respective Lenders) plus 25 basis points (and the Applicable Rate applicable to the Tranche 2 Term Loans shall be increased to the extent necessary to achieve the foregoing) and, solely for purposes of the foregoing clause, the yield applicable to any Extended Term Loan Extension Requestor Permitted Refinancing Debt consisting of loans, as applicable, shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Extended Term Loans, or Permitted Refinancing Debt consisting of loans, as applicable and (ivz) the final maturity date optional and the scheduled amortization applicable to mandatory prepayment rights of the Extended Term Loans shall be set forth in subject to the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants provisions set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment 2.05(e) (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a2.13(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class Tranche of Term Loans from the Existing Term Loan Tranche from which they were modifiedconverted but shall be considered part of the same Class as the Existing Term Loan Tranche from which they were converted. There shall be no more than four Tranches, in the aggregate, of Term Loans outstanding at any time.

Appears in 1 contract

Samples: Credit Agreement (Polymer Group Inc)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class time by the Borrower to all Lenders of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide like Maturity Date or Revolving Credit Commitments with a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)like Maturity Date, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment based on the aggregate outstanding principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Loans or Revolving Credit Commitments with a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Request, (iv) Offers to extend the final maturity date Maturity Date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the scheduled amortization applicable terms of such Term Loans and/or Revolving Credit Commitments pursuant to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect terms of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable relevant Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement Offer (including, without limitation, by increasing the provisions set forth interest rate or fees payable in Section 2.15(arespect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and 2.15(b) applicable to and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the other original Revolving Credit DocumentsCommitments (in each case not so extended), and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take being a “tranche”; any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche (as defined below) shall constitute a separate Class tranche of Term Loans from the Existing tranche of Term Loan Tranche Loans from which they were modified.converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders and no Event of Default shall exist immediately after the effectiveness of any Extended Loans, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and related outstandings (except for covenants or other provisions contained therein applicable to periods only after the Latest Maturity Date); provided that subject to the provisions of Sections 2.03(l) and 2.04(g) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their pro rata portion of the Revolving Credit Commitments (and except as provided in Sections 2.03(l) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Revolving Credit Commitments 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 Credit Commitments (and related outstandings) and (B) repayments required upon the maturity date of the non-extending Revolving Credit Commitments), (iii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v), (vi) and (vii), be determined by the Borrower and set forth in the

Appears in 1 contract

Samples: Credit Agreement (Sensata Technologies Holding PLC)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower mayto all Term A Lenders of Term A Loans with a like Maturity Date, at any time request that all or Term B Lenders of Term B Loans with a portion like Maturity Date, all Incremental Term Lenders of the Incremental Term Loans with a like Maturity Date, all Lenders of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Other Term Loans in order to extend the scheduled final maturity date thereof (any such with a like Maturity Date, all Lenders of Other Refinancing Term Loans which have been so modifiedwith a like Maturity Date, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the all Incremental Revolving Lenders of the applicable Existing Term Loan Tranche) (Incremental Revolving Commitments with a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedlike Maturity Date, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin all Revolving Lenders with respect to the Extended Term Loans may be higher Revolving Commitments with a like Maturity Date or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the all Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (A)with Other Refinancing Revolving Commitments with a like Maturity Date, in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or a less than pro rata basis the aggregate amount of the Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date for any such Term A Loans, Term B Loans, Incremental Term Loans, Other Term Loans, Other Refinancing Term Loans, Revolving Commitments, Incremental Revolving Commitments and/or Other Refinancing Revolving Commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (but not greater than a pro rata basisincluding by increasing the interest rate or fees payable in respect of such Loans and/or Commitments (and related outstandings) and/or modifying the amortization schedule in any voluntary respect of such Lender’s Loans) (each, an “Extension”, and each group of Loans or mandatory prepayments or prepayment of Term Loans hereunder Commitments, as applicable, in each case as specified so extended, as well as the original Loans and Commitments (in the respective Term Loan Extension Requesteach case not so extended), (iv) the final maturity date and the scheduled amortization applicable to the being a Tranche; any Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing A Loans, Extended Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the B Loans, Extended Incremental Term Loans under such Existing Term Loan Tranche that have been extended as or Extended Other Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Tranche and Class of Term Loan Tranche Loans from which they were modified.converted, and any Extended Revolving Commitments shall constitute a separate Tranche and Class of Revolving Commitments from the Tranche and Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied:

Appears in 1 contract

Samples: And Restatement Agreement (Endo Health Solutions Inc.)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class of time by the Borrower to any or all Lenders holding Term B-1 Loans in order or Term B-2 Loans with a like Stated Maturity, the Borrower may from time to time extend the scheduled final maturity date thereof (any of such Term Loans which have been so modified, “Extended and otherwise modify the terms of such Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice Loans pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Arelated outstandings), in each case, without the consent of any other Lenders) (an “Extension”, and each group of Term Loans so extended, as well as the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the extent relevant Lenders, (ii) except as to interest rates, fees and final maturity, the Term Loans of any Lender (an “Extending Term Lender”) extended pursuant to an Extension (an “Extended Term Loan”) shall be a Term Loan with the same terms as the original Term Loans; provided that at no time shall there be Term B-1 Loans or Term B-2 Loans hereunder (including Extended Term Loans and any original Term Loans) which in the applicable Extension Amendmenteither case have more than three different Stated Maturities, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment if the aggregate principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans under offered to be extended by the Borrower pursuant to such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; providedOffer, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of then the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may Lenders shall be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect 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 Amendment Offer, (it being understood that each Lender providing Extended Term Loans, by executing an viii) all documentation in respect of such Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent. No Lender , and (ix) any applicable Minimum Extension Condition shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedbe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower may, at to any time request that or all Lenders holding Term B Loans or a portion of the Incremental Term Loans of any Class (an “Existing Term Loan Tranche”) be modified a given series with a like Stated Maturity, the Borrower may from time to constitute another Class of Term Loans in order to time extend the scheduled final maturity date thereof (any of such Term Loans which have been so modified, “Extended and otherwise modify the terms of such Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice Loans pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Arelated outstandings), in each case, without the consent of any other Lenders) (an “Extension,” and each group of Term Loans so extended, as well as the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the extent relevant Lenders, (ii) except as to interest rates, fees and final maturity, the Term Loans of any Lender (an “Extending Term Lender”) extended pursuant to an Extension (an “Extended Term Loan”) shall be a Term Loan with the same terms as the original Term Loans; provided in that at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than three different Stated Maturities (unless a greater number is permitted by the applicable Extension AmendmentAdministrative Agent), (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment if the aggregate principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans under offered to be extended by the Borrower pursuant to such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; providedOffer, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of then the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may Lenders shall be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect 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 Amendment Offer, (it being understood that each Lender providing Extended Term Loans, by executing an viii) all documentation in respect of such Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent. No Lender , and (ix) any applicable Minimum Extension Condition shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedbe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) The Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower may, at to any time request that or all or a portion of the Lenders holding Term Loans with a like Stated Maturity, the Borrower may from time to time extend the maturity date of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend and otherwise modify the scheduled final maturity date thereof (any terms of such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans, the Borrower shall provide a notice pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Arelated outstandings), in each case, without the consent of any other Lenders) (an “Extension”, such Term Loans so extended, an “Extended Term Loan”; and each group of Term Loans so extended, as well as the original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the extent Lenders, (ii) except as to interest rates, fees and final maturity, the Extended Term Loans of any Lender shall be a Term Loan with the same terms as the original Term Loans; provided in the applicable Extension Amendmentthat at no time shall there be Term Loans hereunder (including Extended Term Loans and any original Term Loans) which have more than three different Stated Maturities, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment if the aggregate principal amount of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans under offered to be extended by the Borrower pursuant to such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; providedOffer, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of then the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may Lenders shall be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect 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 Amendment Offer, (it being understood that each Lender providing Extended Term Loans, by executing an iv) all documentation in respect of such Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent. No Lender , and (v) any applicable Minimum Extension Condition shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedbe satisfied.

Appears in 1 contract

Samples: Credit Agreement (Micron Technology Inc)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all pursuant to one or a portion of the Term Loans of any Class more offers (each, an “Existing Term Loan TrancheExtension Offer”) be modified made from time to constitute another Class of Term Loans in order time by the Borrower to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent or all Lenders holding Revolving Commitments with this Section 2.26. In order to establish any Extended Term Loansa like Stated Maturity, the Borrower shall provide a notice may from time to time extend the maturity date of any Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedrelevant Extension Offer (including, which terms shall be identical to those applicable to without limitation, by increasing the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth interest rate or fees payable in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans of such Existing Term Loan Tranche and/or Revolving Commitments (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated by the preceding clause (Aand related outstandings), in each case, without the consent of any other Lenders) (an “Extension",” and each group of Revolving Commitments so extended, as well as the original Revolving Commitments (not so extended), being a “tranche”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.4(f) and 2.5(b) to the extent provided dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.4(f) and 2.5(b), without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a less than pro rata basis (but not greater except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Requestthree different Stated Maturities, (iviii) if the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization aggregate principal amount of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) Revolving Commitments in respect of which Lenders shall have accepted the Term Loans under such Existing Term Loan Tranche that have been relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended as Extended Term Loans as set forth in by the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect Borrower pursuant to such Extension Amendment (it being understood that each Lender providing Extended Term LoansOffer, by executing an Extension Amendment, agrees to be bound by then the Revolving Commitments of such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans Lenders shall be entitled 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, (viii) all the benefits afforded by this Agreement (including, without limitation, the provisions set forth documentation in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting respect of such Extension shall be consistent with the foregoing, benefit equally and ratably from the Guarantees and security interests created all written communications by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect Borrower generally directed to the extension of any Term Loans, including, without limitation, Lenders in connection therewith shall be in form and substance consistent with the procurement of title insurance endorsements foregoing and otherwise reasonably requested by and satisfactory to the Administrative Agent, and (ix) any applicable Minimum Extension Condition shall be satisfied. No For the avoidance of doubt, no Lender shall have be required to participate in any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which they were modifiedExtension.

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Extensions of Loans and Commitments. (a) The Borrower mayNotwithstanding anything to the contrary in this Agreement, at any time request that all or a portion subject to the terms of the Term Loans of any Class (an “Existing Term Loan Tranche”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.26. In order to establish any Extended Term Loans2.24, the Borrower shall may extend the maturity date, and otherwise modify the terms of the Total Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Commitments, or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower to all the Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Lender. In connection with the Extension, the Borrower will provide a notice notification to the Administrative Agent (who shall provide a copy of such notice for distribution to each the Lenders) of the Lenders of requested Extension and new Extended Revolving Commitment Termination Date. In connection with the applicable Existing Term Loan Tranche) (a “Term Loan Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedshall, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended prior to the date set forth in (the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii“Notice Date”) (A) the Applicable Margin with respect to the Extended Term Loans may be higher or lower than the Applicable Margin for the Term Loans that is 15 days after delivery of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin contemplated notice by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term LoansLender, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all provide the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a) and 2.15(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements with a written notice thereof in a form reasonably requested by and satisfactory to the Administrative Agent. No Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section 2.24(a). The election of any obligation Lender to agree to have the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of its Term Loans the tranche of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche from which Commitments they were modifieda part of immediately prior to the Extension and shall form a new tranche of Extended Commitments hereunder.

Appears in 1 contract

Samples: Intercreditor Agreement (REV Group, Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be amended, converted or modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof and/or to extend the date of any amortization payment thereon (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be substantially identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional or reduced fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased or decreased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis, a less than a pro rata basis, or a greater than a pro rata basis in any optional prepayments of Term Loans hereunder and on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Tranche, and (v) the covenants covenant set forth in Section 6.7 10.08 may be modified in a manner acceptable to the Borrower, the Administrative Agent Agent, and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a4.02, 4.07(b), 2.17 or 10.513.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended, converted or modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class (an “Existing Term Loan TrancheClass”) be modified to constitute another Class of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.15. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan TrancheClass) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche Class from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin yield with respect to the such Extended Term Loans may be higher or lower than the Applicable Margin yield for the Term Loans of such Existing Term Loan Tranche Class and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin yield contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension RequestAmendment, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be schedule set forth in Section 2.06 or the applicable Extension Incremental Joinder Agreement or Refinancing Amendment and the scheduled amortization of applicable to such Existing Term Loan Tranche Class shall be adjusted to reflect the scheduled final maturity date of such Extended Term Loans and the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche Class and (v) the covenants covenant set forth in Section 6.7 8.11 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date Final Maturity Date of the then outstanding applicable Existing Term Loans Loan Class in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 2.12 or 10.5Section 11.08). Except as provided above, each Each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.04(a) and 2.15(b2.04(b) (iv) applicable to Term Loans) and the other Credit Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees Guaranties and security interests the Liens created by the Collateral Documents. The Credit Loan Parties shall take any actions reasonably required requested by the Administrative Agent to ensure and/or demonstrate that the Lien Liens and security interests granted by the Collateral Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche Class modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche Series shall constitute a separate Class of Term Loans from the Existing Term Loan Tranche Class from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Vici Properties Inc.)

Extensions of Loans and Commitments. (a) The Borrower may, at any time request that all or a portion of the Term Loans of any Class Tranche (an “Existing Term Loan Tranche”) be modified to constitute another Class Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.262.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall be extended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) the Applicable Margin Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margin Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Applicable Margin Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term Loan Extension Request, and (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life Weighted Average Life to maturity Maturity of such Extended Term Loans shall be no shorter than the weighted average life Weighted Average Life to maturity Maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 6.7 may be modified in a manner acceptable to the Borrower, the Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the latest maturity date of the then outstanding Term Loans in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 2.5(a), 2.17 or 10.5)Tranche. Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement (including, without limitation, the provisions set forth in Section 2.15(a2.09(b) and 2.15(b2.10(b) applicable to Term Loans) and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.

Appears in 1 contract

Samples: Credit Agreement (Wynn Resorts LTD)

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