Refinancing Amendment Sample Clauses

Refinancing Amendment. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Refinancing Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Revolving Commitments then outstanding under this Agreement (which for purposes of this Section 2.28 will be deemed to include any then outstanding Other Refinancing Term Loans, Other Refinancing Revolving Commitments, Incremental Term Loans, Incremental Revolving Commitments, Extended Term Loans or Extended Revolving Commitments), in the form of Other Refinancing Loans or Other Refinancing Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder and (ii) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof. Any Other Refinancing Loans or Other Refinancing Commitments, as applicable, may participate on a pro rata basis 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 applicable Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction or waiver on the date thereof of each of the conditions set forth in Section 3.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (a) board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 3.1 and (b) customary legal opinions reasonably acceptable to the Administrative Agent. Each issuance of Credit Agreement Refinancing Indebtedness incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $25,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Refinancing Loans and/or Other Refi...

Refinancing Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Refinancing Lender providing such Commitments, the Administrative Agent and, for purposes of any election pursuant to Section 2.17(e)(ii)(D), the Swing Line Lender and each L/C Issuer. The Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of security or payment or to address technical issues relating to funding and payments. The Borrowers will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the applicable Refinanced Debt.

Refinancing Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become additional Commitments under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Refinancing Lender providing such Commitments, the Administrative Agent. The Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.15, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of security or to address technical issues relating to funding and payment and any amendments necessary in connection with any Refinancing Loans necessary to provide that such Refinancing Loans and Refinancing Commitments are fungible for U.S. federal income tax purposes. The Borrowers will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace, repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable Refinanced Debt.

Refinancing Amendment. Effective as of the Amendment No. 8 Effective Date (as defined below), the Credit Agreement is hereby amended as follows: (a) Section 1.01 of the Credit Agreement is amended to add the following definitions:

Refinancing Amendment. In each case for all purposes of the Credit Agreement and each of the other Credit Documents, (a) this Amendment shall constitute a “Refinancing Amendment”, (b) the Tranche B-1 Loans shall constitute “Refinancing Loans” and “Credit Agreement Refinancing Indebtedness”, (c) the Lenders’ Tranche B-1 Commitments in respect of the Tranche B-1 Loans shall constitute “Refinancing Loan Commitments”, (d) the Tranche B-1 Lenders shall constitute “Refinancing Lenders” and “Lenders” and (e) the Tranche B-1 Loan Maturity Date shall constitute the “Refinancing Loan Maturity Date” for the Tranche B-1 Loans.

Refinancing Amendment. (a) This Section 2 hereto constitutes a “Refinancing Amendment” pursuant to which each 2025 Term B Lender commits to make, severally but not jointly, to the Borrower Other Term Loans (the “2025 Term B Loans”) on the Effective Date in a principal amount equal to the amount set forth opposite such 2025 Term B Lender’s name under the heading “2025 Term B Loans” on Schedule 1 hereto (the “2025 Term B Commitment”). The aggregate principal amount of the 2025 Term B Commitment of the 2025 Term B Lenders as of the date of this Amendment is $450,000,000. Unless previously terminated, the 2025 Term B Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the 2025 Term B Loans. (b) 2025 Term B Loans borrowed under this Section 2 and repaid or prepaid may not be reborrowed. 2025 Term B Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement. (c) The Borrower shall use the proceeds of the 2025 Term B Loans, together with cash on hand of the Borrower and the proceeds of Revolving Credit Loans, to prepay, on the Effective Date, $50,000,000 of the outstanding principal amount of the Existing Term B Loans (the “2025 Voluntary Prepayment”). (d) Each Existing Term B Lender holding Existing Term B Loans, by delivering its signature page hereto, shall be deemed to have elected for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Administrative Agent prior to the Effective Date) of its Existing Term B Loans into 2025 Term B Loans in the same principal amount (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the deemed making of 2025 Term B Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in respect of the Existing Term B Loans in respect of such Converted Term Loan Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the Effective Date) of the Existing Term B Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2025 Term B Loans in an aggregate principal amount equal to such Converti...

Refinancing Amendment. Commitments in respect of Refinancing Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Refinancing Lender providing such Commitments, the Administrative Agent and, for purposes of any election pursuant to Section 2.17(e)(ii)(D), the Swing Line Lender and each L/C Issuer. The Refinancing Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.17, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of security or payment or to address technical issues relating to funding and payments. The Borrowers will use the proceeds of the Refinancing Commitments to extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the applicable Refinanced Debt.

Refinancing Amendment. In each case for all purposes of the Credit Agreement and each of the other Loan Documents, (a) this Agreement shall constitute a “Refinancing Amendment”, (b) the Term B-1 Loans shall constitute “Refinancing Term Loans” and “Term Loans” and (c) the Term B-1 Lenders shall constitute “Term Loan Lenders”.

Refinancing Amendment. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish any Specified Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Specified Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this Section 2.22.