Common use of Extensions of Loans Clause in Contracts

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Acquisition Effective Date, request an extension (each, an “Extension”) of the maturity date of any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 7 contracts

Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)

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Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.15, request an extension agree with one or more Lenders holding Loans and Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.15 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative outstanding Commitments of each Lender in such Class (or if no such Commitments are outstanding, the amount of Loans of each Lender in such Class)) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and Commitments of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide the Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to the same terms and conditions Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.15.

Appears in 4 contracts

Samples: Credit Agreement (Clearway Energy, Inc.), Credit Agreement, Credit Agreement (NRG Yield, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, pursuant to one or more offers made from time to time after by the Acquisition Effective Date, request an extension (each, an “Extension”) of the maturity date Borrower to all Lenders of any Class of Loans or Commitments on a pro rata basis (based on the aggregate outstanding Loans or Commitments of such Class), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the 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 or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or, with respect to Term Loans, modifying the amortization schedule in respect of such Term Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Loans or Commitments of such Class are offered to be extended maturity date specified in such notice. Such notice shall (i) set forth for the same amount of time and that the applicable 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 Loan for such Lender (such extended Loan, an “Extended Loan”) or another Class of Revolving Commitments and/or Term Loans that will be subject to the commitments for such Lender (such extended Commitment, an “Extended Commitment”). Each Pro Rata Extension (which Offer shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth specify the date on which such Extension is requested to become effective (the Borrower proposes that the Extended Loan shall be made, which shall be a date not less earlier than ten (10) Business Days nor more than sixty (60) days after the date of such Extension on which notice is delivered to the Administrative Agent (or such longer or shorter periods as period agreed to by the Administrative Agent shall agree in its sole reasonable discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 4 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time after by the Acquisition Effective Borrower to all Lenders of Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans with the same Maturity Date) and on the same terms to each such Lender, request an extension the Borrower may from time to time with the consent of any Lender that shall have accepted such offer to extend the maturity date of any Loans and otherwise modify the terms of such Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension,” and each group of Loans as so extended, as well as the original Loans not so extended, being a “tranche”; any Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Loans, (ii) 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 (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the tranche of Loans subject to such Extension Offer unless, with respect to any covenants and defaults that are, taken as a whole, more restrictive than the terms of this Agreement (A) such more restrictive terms are not applicable until after the then Latest Maturity Date or (B) this Agreement is amended in a manner reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit of the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent of any Lender), (iii) the final maturity date of any Class Extended Loans shall be no earlier than the then Latest Maturity Date at the time of extension and the amortization schedule applicable to Loans or Commitments pursuant to Section 2.05 for periods prior to the extended maturity date specified in such notice. Such notice Original Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Loans shall (i) set forth be no shorter than the amount remaining Weighted Average Life to Maturity of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000)extended thereby, (iiv) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term any Extended Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to may participate in such Extension on a pro rata basis and or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the same terms and conditions as each other Lender of such Class pursuant to procedures established byapplicable Extension Offer, or reasonably acceptable to, the Administrative Agent and the Borrower. If (vi) if the aggregate principal amount of Revolving Commitments or Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject Loans offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Commitments or Term Loans, as applicable, Loans of such Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (ix) the interest rate margin applicable to any Extended Loans will be determined by the Borrower and the lenders providing such Extended Loans.

Appears in 3 contracts

Samples: Credit Agreement (JOANN Inc.), Credit Agreement (JOANN Inc.), Credit Agreement (Jo-Ann Stores Holdings Inc.)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective provisions of this Section 2.23, agree with one or more Lenders to extend the Maturity Date, request an extension and in connection with such extension, otherwise modify the economic terms of any such Loans or any portion thereof (eachincluding, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) an opportunity made from time to time by the Borrower to all Lenders, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders) no later than thirty (30) days prior to the Maturity Date, of the requested new maturity date for the extended Loans (the “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender wishing to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of shall, prior to such Class pursuant to procedures established bydue date, or reasonably acceptable to, provide the Administrative Agent and with a written notice thereof in a form reasonably satisfactory to the BorrowerAdministrative Agent. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Any Lender that does not respond to an Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of by the applicable Class due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Loans so extended ratably up shall be deemed to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerbe a new class of Loans hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Rose Rock Midstream, L.P.), Credit Agreement

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, pursuant to one or more offers made from time to time after by the Acquisition Effective DateBorrower to all Lenders of any Class of Term Loans on a pro rata basis (based, request in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class), and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders, each acting in its sole and individual discretion, that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans of such Class and to otherwise modify the terms of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such 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 (each, an “Extension”) of agreed to between the maturity date of Borrower and any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall Lender (ian “Extending Lender”) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the established under this Agreement by implementing a Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension (which Offer shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth specify the date on which such Extension is requested to become effective (the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not less earlier than ten five (105) Business Days nor more than sixty (60) days after the date of such on which the Pro Rata Extension notice Offer is delivered to the Administrative Agent (or such longer or shorter periods as period agreed to by the Administrative Agent shall agree in its sole reasonable discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 2 contracts

Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with one or more Lenders holding Loans and Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.25 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days’ prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 2 contracts

Samples: Second Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC), First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with one or more Lenders holding Loans and Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.25 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000)each, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the applicable Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended, which notification will set forth (x) the requested new maturity date for the extended Loans of each such Class (each, an opportunity “Extended Maturity Date”) and (y) the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide the applicable Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to such Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the applicable Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.), Credit and Guaranty Agreement (Nord Anglia Education, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, pursuant to one or more offers made from time to time after by the Acquisition Effective DateBorrower to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding Term Loans of such Class), request and on the same terms to each such Lender (“Pro Rata Extension Offers”), the 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 of such Class and to otherwise modify the terms of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule 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 avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Term Loans of such 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 (each, an “Extension”) of agreed to between the maturity date of Borrower and any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall Lender (ian “Extending Lender”) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension (which Offer shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth specify the date on which such the Borrower proposes that the Extended Term Loan shall be made (the “Extension is requested to become effective (Election”), which shall be a date not less earlier than ten five (105) Business Days nor more than sixty (60) days after the date of such Extension on which notice is delivered to the Administrative Agent (or such longer or shorter periods as period agreed to by the Administrative Agent shall agree in its sole reasonable discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 2 contracts

Samples: Credit Agreement (Brooks Automation Inc), Credit Agreement (Brooks Automation Inc)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.14, request an extension agree with one or more Lenders holding Loans and Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.14 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders that is proposed to be extended under this Section 2.14, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the Administrative Agent (for distribution to the Lenders), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended, of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.14.

Appears in 2 contracts

Samples: Credit Agreement (SunEdison Semiconductor LTD), Credit Agreement (SunEdison Semiconductor LTD)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Acquisition Effective Datetime, request an extension (each, an “Extension”) of the maturity date of any Class of Loans or Revolving Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods period as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Revolving Lender of the applicable Class of Revolving Commitments shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Revolving Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Revolving Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Revolving Lenders have accepted such Extension Offer.

Appears in 2 contracts

Samples: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request agree with one or more Lenders holding Loans and Commitments of any Class (an extension “Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.25 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, 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. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class) no later than 30 days prior to the maturity date of the applicable Class to be extended of the requested new maturity date for the extended Loans or Commitments of such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide the Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to the same terms and conditions Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Gen Probe Inc), Credit and Guaranty Agreement (Hologic Inc)

Extensions of Loans. (a) The 2.5.1. Borrower maymay from time to time, by written notice pursuant to the Administrative Agent provisions of this Section 2.5, agree with one or more Lenders holding Loans and Commitments of any Class ("Existing Class") to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an "Extension") pursuant to one or more written offers (each an "Extension Offer") made from time to time after by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.5, in each case on a pro rata basis (based on the Acquisition Effective Date, request an extension (each, an “Extension”) relative principal amounts of the maturity date outstanding Loans of any Class of Loans or Commitments each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the extended Lenders of the applicable Class), no later than 30 days prior to the maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class or Classes to be extended of Revolving Commitments and/or Term the requested new maturity date for the extended Loans that will be subject to the Extension of each such Class (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)each an "Extended Maturity Date") and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relatesdue date for Lender responses. Each In connection with any Extension, each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.5.

Appears in 1 contract

Samples: Term Loan and Security Agreement (DXP Enterprises Inc)

Extensions of Loans. (a) The i.Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.5, request an extension agree with one or more Lenders holding Loans and Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.5, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.5.

Appears in 1 contract

Samples: Term Loan and Security Agreement (DXP Enterprises Inc)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Acquisition Effective Datetime, request an extension (each, an “Extension”) of the maturity date of any Class of Loans or and Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 1.0 million and a minimum aggregate principal amount of $10,000,00020.0 million), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments Commitments, Term A Loans or Term B Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments Commitments, Term A Loans or Term B Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments Commitments, Term A Loans or Term B Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 1 contract

Samples: Credit Agreement (Microsemi Corp)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent i)Borrower may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with one or more Lenders holding Loans and/or Revolving Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.25 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative amounts of the Revolving Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than five (5) Business Days prior to the maturity of the applicable Class to be extended of the requested new maturity date for the extended Loans and/or Revolving Commitments of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Compass, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with one or more Lenders holding Loans and Commitments of any Class to extend the Maturity Date and to provide for other terms consistent with this Section 2.25 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days’ prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)

Extensions of Loans. (a) The Borrower maymay at any time and from time to time request that all or a portion of the Loans of any Class (an “Existing Term Loan Class”) be exchanged to extend the scheduled maturity date(s) of any payment of principal thereof with respect to all or a portion of any principal amount of such Loans (any such Loans which have been so extended, by “Extended Term Loans”) and to provide for other terms consistent with this Section 2.12. Prior to entering into any Term Extension Agreement, the Borrower shall provide written notice to the Administrative Agent from time (who shall provide a copy of such notice to time after the Acquisition Effective Date, request an extension (each, an “Extension”) each of the maturity date of any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount Lenders of the applicable Class Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of Revolving Commitments and/or the Extended Term Loans that will to be established thereunder, which terms shall be identical to the Loans of the Existing Term Loan Class from which they are to be extended except (x) the scheduled final maturity date shall be extended, (y) all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Term Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Loans of such Existing Term Loan Class, in each case, to the extent provided in the applicable Term Extension Agreement and (z) the voluntary and mandatory prepayment rights of the Extended Term Loans shall be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as provisions set forth in Section 2.03. No Lender shall have any obligation to agree to have any of its Loans of any Existing Term Loan Class exchanged into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Term Extension Series shall constitute a separate Class of Loans from the Existing Term Loan Class of Loans from which they were extended; provided that any Extended Term Loans extended may, to the extent provided in the applicable Term Extension noticeAgreement, then the Revolving Commitments or be designated as an increase to any previously established Class of Extended Term Loans, as applicable, ; provided that in no event shall there be more than ten Classes of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension OfferLoans outstanding at any time.

Appears in 1 contract

Samples: Senior Unsecured Term Loan Agreement (Catalent Pharma Solutions, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.15, request an extension agree with one or more Revolving Credit Lenders holding Revolving Credit Loans and Revolving Credit Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.15 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by the Borrower to all Revolving Credit Lenders under any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative outstanding Revolving Credit Commitments of each Revolving Credit Lender in such Class) and on the same terms to each such Revolving Credit Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Revolving Credit Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Revolving Credit Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Revolving Credit Lender responses. In connection with any Extension, each Revolving Credit Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide the Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to the same terms and conditions Administrative Agent. Any Revolving Credit Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, the Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.15.

Appears in 1 contract

Samples: Credit Agreement (NRG Yield, Inc.)

Extensions of Loans. (a) The Borrower mayExtension Offers. Pursuant to one or more offers (each, by written notice to the Administrative Agent an “Extension Offer”) made from time to time after by the Acquisition Effective Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, request the Borrower may extend such Maturity Date and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms set forth in an extension Extension Offer (each, an “Extension”) of ). Each Extension Offer will specify the maturity date of any Class minimum amount of Loans or and/or Commitments with respect to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that which an Extension Offer may be accepted, which will be subject to the Extension (which shall be in minimum increments an integral multiple of $1,000,000 and a minimum an aggregate principal amount that is not less than $5,000,000, or, if less, (i) the aggregate principal amount of $10,000,000), such Class of Loans outstanding or (ii) set forth the date on which such Extension lesser minimum amount as is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as approved by the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans Agent, such consent not to which such be unreasonably withheld, conditioned or delayed. Extension relates. Each Lender of the applicable Class shall Offers will be offered (an “Extension Offer”) an opportunity to participate in such Extension made on a pro rata basis and on the same terms and conditions as each other Lender to all Lenders holding Loans and/or Commitments of such a particular Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrowerwith a like Maturity Date. If the aggregate outstanding principal amount of Revolving such Loans (calculated on the face amount thereof) and/or Commitments or Term Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Revolving Loans and/or Commitments or Term Loans, as applicable, subject offered to the be extended pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Loans and/or Commitments or Term Loans, as applicable, of such Lenders of the applicable Class shall will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness as determined by the Borrower, including a condition that a minimum amount of Loans and/or Commitments of any or all applicable tranches be tendered.

Appears in 1 contract

Samples: Credit Agreement (Allegro Microsystems, Inc.)

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Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Acquisition Effective Date, request an extension (each, an “Extension”) of the maturity date of any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.the

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with (eachi) with respect to the Term Loans, one or more Term Loan Lenders holding Term Loans and Commitments of any Class and (ii) with respect to any Extension of Revolving Loans and Commitments, Revolving Lenders (other than Defaulting Lenders) having or holding Revolving Exposure representing more than 50% of the sum of the aggregate Voting Power Determinants of all Revolving Lenders, in each case, to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof, including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000)each, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity made from time to participate time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in such Extension each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms and conditions as to each other Lender of such Class pursuant Lender. In connection with each Extension, Borrower will provide notification to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject (for distribution to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (provided that any new maturity date for any extended Revolving Loans and Commitments shall (x) not be later than the first anniversary of the then-existing maturity date and (y) be on or before the sixth anniversary of the Effective Date) (each, an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Term Loans or Revolving Loans so extended ratably up shall cease to such maximum amount based on be a part of the respective principal amounts with respect Class they were a part of immediately prior to which such Lenders have accepted such the Extension Offerand shall be a new Class hereunder (an “Extended Loan Class”).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Atlantic Power Corp)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent from time to time after the Acquisition Effective Date, request an extension (each, an “Extension”) of the maturity date of any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Extensions of Loans. (a) The 2.5.1. Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.5, request an extension agree with one or more Lenders holding Loans and Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made US-DOCS\135051485.13 from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.5, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.5.

Appears in 1 contract

Samples: Term Loan and Security Agreement (DXP Enterprises Inc)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.25, request an extension agree with one or more Lenders holding Loans and/or Revolving Commitments of any Class to extend the maturity date and to provide for other terms consistent with this Section 2.25 (eacheach such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative amounts of the Revolving Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than five Business Days prior to the maturity of the applicable Class to be extended of the requested new maturity date for the extended Loans and/or Revolving Commitments of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.25.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Slack Technologies, Inc.)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.23, request an extension agree with one or more Lenders holding Loans of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.23 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.23, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.23.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Alion Science & Technology Corp)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.24, request an extension agree with (eachi) with respect to the Term Loans, one or more Term Loan Lenders holding Term Loans and Commitments of any Class and (ii) with respect to any Extension of Revolving Loans and Commitments, Revolving Lenders (other than Defaulting Lenders) having or holding Revolving Exposure representing more than 50% of the sum of the aggregate Voting Power Determinants of all Revolving Lenders, in each case, to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof, including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Class or any portion thereof (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000)each, (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity made from time to participate time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.24, in such Extension each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms and conditions as to each other Lender of such Class pursuant Lender. In connection with each Extension, Borrower will provide notification to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject (for distribution to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (provided that any new maturity date for any extended Revolving Loans and Commitments shall (x) not be later than the first anniversary of the then-existing maturity date and (y) be on or before the sixth anniversary of the Effective Date) (each, an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Term Loans or Revolving Loans so extended ratably up shall cease to such maximum amount based on be a part of the respective principal amounts with respect Class they were a part of immediately prior to which such Lenders have accepted such the Extension Offerand shall be a new Class hereunder (an “Extended Loan Class”).

Appears in 1 contract

Samples: Operations and Maintenance Agreement (Atlantic Power Corp)

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, including Section 2.16(c) (which provisions shall not be applicable to this Section 2.20), pursuant to one or more offers made from time to time after by the Acquisition Effective DateBorrowers to all Lenders of any Class of Term Loans, request having a like Term Facility Maturity Date on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class) and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Xxxxxx’s Loans of such Class and to otherwise modify the terms of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Xxxxxx’s Loans and/or modifying the amortization schedule in respect of such Xxxxxx’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Term Loans of such 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 (each, an “Extension”) of agreed to between the maturity date of Borrowers and any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall Lender (ian “Extending Lender”) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension (which Offer shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth specify the date on which such Extension is requested to become effective (the Borrowers propose that the Extended Term Loan shall be made, which shall be a date not less earlier than ten (10) five Business Days nor more than sixty (60) days after the date of such Extension on which notice is delivered to the Administrative Agent (or such longer or shorter periods as period agreed to by the Administrative Agent shall agree in its sole discretion)) and reasonable discretion (iii) identify at the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender Direction of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension OfferRequired Lenders)).

Appears in 1 contract

Samples: Mortgage, Security Agreement (Mallinckrodt PLC)

Extensions of Loans. (a) The Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.23, request an extension agree with one or more Lenders holding Loans of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.23 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.23, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Arranger and Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.23.

Appears in 1 contract

Samples: Intercreditor Agreement (Alion Science & Technology Corp)

Extensions of Loans. (a) The 2.5.1. Borrower may, by written notice to the Administrative Agent may from time to time after time, pursuant to the Acquisition Effective Dateprovisions of this Section 2.5, request an extension agree with one or more Lenders holding Loans and Commitments of any Class (each“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.5 (each such modification, an “Extension”) of the maturity date of any Class of Loans pursuant to one or Commitments to the extended maturity date specified in such notice. Such notice shall more written offers (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.5, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an opportunity “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension on shall, prior to such due date, provide Administrative Agent with a pro rata basis and on written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the same terms and conditions applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as each other Lender of such Class pursuant to procedures may be reasonably established by, or reasonably acceptable to, the Administrative Agent and to accomplish the Borrower. If the aggregate principal amount purposes of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offerthis Section 2.5.

Appears in 1 contract

Samples: Term Loan and Security Agreement (DXP Enterprises Inc)

Extensions of Loans. (a) The Borrower may, by written notice Notwithstanding anything to the Administrative Agent contrary in this Agreement, including Section 2.16(c) (which provisions shall not be applicable to this Section 2.20), pursuant to one or more offers made from time to time after by the Acquisition Effective DateBorrowers to all Lenders of any Class of Term Loans, request having a like Term Facility Maturity Date on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class) and on the same terms to each such Lender (“Pro Rata Extension Offers”), the Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans of such Class and to otherwise modify the terms of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Term Loans of such 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 (each, an “Extension”) of agreed to between the maturity date of Borrowers and any Class of Loans or Commitments to the extended maturity date specified in such notice. Such notice shall Lender (ian “Extending Lender”) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that will be subject to the established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). Each Pro Rata Extension (which Offer shall be in minimum increments of $1,000,000 and a minimum aggregate principal amount of $10,000,000), (ii) set forth specify the date on which such Extension is requested to become effective (the Borrowers propose that the Extended Term Loan shall be made, which shall be a date not less earlier than ten (10) five Business Days nor more than sixty (60) days after the date of such Extension on which notice is delivered to the Administrative Agent (or such longer or shorter periods as period agreed to by the Administrative Agent shall agree in its sole reasonable discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.

Appears in 1 contract

Samples: Credit Agreement (Mallinckrodt PLC)

Extensions of Loans. (a) The Borrower mayExtension Offers. Pursuant to one or more offers (each, by written notice to the Administrative Agent an “Extension Offer”) made from time to time after by the Acquisition Effective Borrower to all Lenders holding Loans and/or Commitments of a particular Class with a like Maturity Date, request the Borrower may extend such Maturity Date and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms set forth in an extension Extension Offer (each, an “Extension”) of ). Each Extension Offer will specify the maturity date of any Class minimum 128 amount of Loans or and/or Commitments with respect to the extended maturity date specified which an Extension Offer may be accepted, which (x) with respect to Loans and/or Commitments denominated in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Commitments and/or Term Loans that Dollars, will be subject to the Extension (which shall be in minimum increments an integral multiple of $1,000,000 and a minimum an aggregate principal amount that is not less than $5,000,000, (y) [reserved] or (z) with respect to Loans and/or Commitments denominated in any Alternative Currency, will be an integral multiple of the Dollar Amount of $1,000,000 and an aggregate principal amount that is not less than the Dollar Amount of $5,000,000 or, in each case, if less, (i) the aggregate principal amount of $10,000,000), such Class of Loans outstanding or (ii) set forth the date on which such Extension lesser minimum amount as is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as approved by the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Commitments and/or Term Loans Agent, such consent not to which such be unreasonably withheld, conditioned or delayed. Extension relates. Each Lender of the applicable Class shall Offers will be offered (an “Extension Offer”) an opportunity to participate in such Extension made on a pro rata basis and on the same terms and conditions as each other Lender to all Lenders holding Loans and/or Commitments of such a particular Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrowerwith a like Maturity Date. If the aggregate outstanding principal amount of Revolving such Loans (calculated on the face amount thereof) and/or Commitments or Term Loans in respect of which Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Revolving Loans and/or Commitments or Term Loans, as applicable, subject offered to the be extended pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Loans and/or Commitments or Term Loans, as applicable, of such Lenders of the applicable Class shall will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness as determined by the Borrower, including a condition that a minimum amount of Loans and/or Commitments of any or all applicable tranches be tendered.

Appears in 1 contract

Samples: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)

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