Refinancing Debt. (a) Company may, from time to time after the Effective Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Company, to refinance (i) all or any portion of any Term Loans then outstanding under this Agreement and (ii) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (i) will rank pari passu in right of payment with the Term Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by Company and the applicable Lenders thereof; (v) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (vi) subject to clauses (iii) through (v) above, will have terms and conditions that are substantially identical to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinanced; and (vii) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company and the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
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Refinancing Debt. Notwithstanding anything in this Indenture as amended to the contrary, the Company may incur up to $125 million of Indebtedness (athe "Refinancing Debt"): (A) Company mayto refinance (whether by repurchase, from time to time after redemption, defeasance, exchange, amendment or otherwise) (i) $30 million in aggregate principal amount of Senior Notes due 1998 and $30 million in aggregate principal amount of Subordinated Notes due 1998 (collectively the Effective Date"1998 Notes"), (ii) $5.2 million in aggregate principal amount of Senior Notes due 2001 and $5.2 million in aggregate principal amount of Subordinated Notes due 2001 (collectively the "2001 Notes") (together with the 1998 Notes, the "Private Notes"), and (iii) $12.5 million in 1989 Preferred Stock (the "Private Notes" and the "1989 Preferred Stock" are hereinafter referred to collectively as the "Private Securities"); (B) to pay for the cost and fees (including without limitation any redemption premiums) incurred in connection with refinancing the Private Securities; and (C) to incur Indebtedness for general corporate purposes (any Indebtedness incurred pursuant to this clause (C) shall be referred to herein as the "Borrowing"); provided, however, that at no time shall the outstanding aggregate principal amount of Private Securities and Refinancing Debt exceed $125 million; and, provided, further, that the Refinancing Debt shall have a longer Average Life than the Private Securities. Without limiting the generality of the foregoing, the incurrence of the Refinancing Debt and the use of proceeds therefrom as provided in the preceding sentence shall not be (A) subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities (“Refinancing Debt”; and the commitments limitations on Funded Debt set forth in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Company, to refinance (i) all or any portion of any Term Loans then outstanding under this Agreement and (ii) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (i) will rank pari passu in right of payment with the Term Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured Section 4.3 or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by Company and the applicable Lenders thereof; (v) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (viB) subject to clauses (iii) through (v) abovethe limitations on Restricted Payments set forth in Section 4.5 and shall be excluded in the calculation of the amount of Restricted Payments, will have terms and conditions that are substantially identical to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinanced; and (vii) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company and the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether incurred as Senior Debt or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Designated Senior Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
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Refinancing Debt. (a) Company The Borrower may, from time to time after the Effective Date, and subject to the consent of from the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned)from time to time, add one or more new term loan facilities and new revolving credit facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Companythe Borrower, to refinance (i) all or any portion of any the Term Loans then outstanding under this Agreement and (iiwhich for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (iA) will rank pari passu or junior in right of payment and in respect of lien priority with the Term other Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing pricing, prepayment and optional prepayment redemption terms as may be agreed by Company the Borrower and the applicable Lenders thereof; (vC) will have other terms and conditions (xother than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is good faith at least five Business Days prior to the scheduled Latest Maturity Date for incurrence of such Indebtedness, together with a reasonably detailed description of the Revolving Loans being refinanced material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (yC), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Term Facility Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (viE) subject any mandatory prepayment of any Refinancing Debt that comprises junior lien (to clauses the Term Loans) or unsecured notes or loans may not be made; (iiiF) through any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (vwith the Term Loans) abovemay only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, will have terms and conditions that are substantially identical or a lower priority with respect to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinancedmandatory prepayment); and (viiG) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the then applicable Latest latest Term Facility Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (Facilities that is in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from effect on the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt andis issued, if so, whether by an amount equal to, greater than, incurred or less obtained or (2) all Facilities other than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement shall have been paid in form and substance reasonably satisfactory to the Administrative Agentfull.
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Company Section 2.14. The Borrower may, from time to time after the Effective Date, and subject to the consent of from the Administrative Agent (which which(a) consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned)from time to time, add one or more new term loan facilities and new revolving credit facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Companythe Borrower, to refinance (i) all or any portion of any the Term Loans then outstanding under this Agreement and (iiwhich for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (iA) will rank pari passu or junior in right of payment and in respect of lien priority with the Term other Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing pricing, prepayment and optional prepayment redemption terms as may be agreed by Company the Borrower and the applicable Lenders thereof; (vC) will have other terms and conditions (xother than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is good faith at least five Business Days prior to the scheduled Latest Maturity Date for incurrence of such Indebtedness, together with a reasonably detailed description of the Revolving Loans being refinanced material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (yC), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Term Facility Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (viE) subject to clauses (iii) through (v) above, will have terms and conditions that are substantially identical to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinanced; and (vii) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata any mandatory prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company and the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject that comprises junior lien (to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall Term Loans) or unsecured notes or loans may not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect made; (F) any mandatory prepayment of such any Refinancing Debt pursuant to that is secured on a joinder agreement to this Agreement in form and substance reasonably satisfactory to pari passu first lien basis (with the Administrative Agent.Term Loans) may only be made pro rata with the Term
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. Borrowed Money that is the result of an extension, renewal, refinancing, replacement, refunding, exchange or conversion of Debt incurred as permitted under Section 10.2.1(b), (d), (f), (h), (q) or (s). Reimbursement Date: as defined in Section 2.2.2(a). Rent and Charges Reserve: a reserve established in Agent’s Permitted Discretion equal to the aggregate of (a) Company mayall past due rent and other amounts owing by an Obligor to any landlord, from time warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to time after three months’ rent and other charges that could be payable to any such Person (or such other amount as determined by Agent in its Permitted Discretion), unless it has executed a Lien Waiver. Report: as defined in Section 12.2.3. Reportable Event: any of the Effective Dateevents set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. Required Lenders: subject, in each case to Section 4.2, (a) if there are two or less Lenders, all Lenders, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one b) if there are two or more new term loan facilities and new revolving credit facilities (“Refinancing Debt”; and the commitments in respect of such new term facilitiesLenders, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilitiesat least two Lenders, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Company, to refinance which together have (i) all or any portion Revolver Commitments in excess of any Term Loans then outstanding under this Agreement 50% of the aggregate Revolver Commitments, and (ii) if the Revolver Commitments have terminated, Loans in excess of 50% of all or any portion of any Revolving Loan Commitments then in effect under this Agreementoutstanding Loans; provided, however, that, in each case pursuant to the Commitments and Loans of any Defaulting Lender shall be excluded from such calculation. For purposes of determining the number of Lenders under this definition, a Refinancing Amendment; provided Lender and any other Lenders that are Affiliates or Approved Funds of such Refinancing DebtLender shall be counted as a single Lender. Required Reserve Notice: (ia) will rank pari passu in right so long as no Event of payment with the Term Loans Default has occurred and Revolving Loan Commitments hereunderis continuing, at least three days’ advance notice to Borrower Agent, (b) if an Event of Default has occurred and is continuing, one days’ advance notice to Borrower Agent; and (iic) will not if determined to be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured appropriate by the Collateral Agent in its Permitted Discretion to protect the interests of the Lenders, no advance notice to Borrower Agent. Reserve Percentage: the reserve percentage (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by Company and the applicable Lenders thereof; (v) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (vi) subject to clauses (iii) through (v) above, will have terms and conditions that are substantially identical to, or no more favorable, when taken expressed as a wholedecimal, rounded if necessary, to the lenders providing such Refinancing Debt than, the terms and conditions nearest 1/100th of the Loans or Commitments being refinanced; and (vii1%) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, applicable to the pro rata prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company and the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.member banks under regulations issued by
Appears in 1 contract
Refinancing Debt. (a) Company The Borrower may, from time to time after the Effective Date, and subject to the consent of from the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned)from time to time, add one or more new term loan facilities and new revolving credit facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Companythe Borrower, to refinance (i) all or any portion of any the Term Loans then outstanding under this Agreement and (iiwhich for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (iA) will rank pari passu or junior in right of payment and in respect of lien priority with the Term B Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing pricing, prepayment and optional prepayment redemption terms (subject to clause (E)) as may be agreed by Company the Borrower and the applicable Lenders thereof; (vC) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (vi) subject to clauses (iii) through (v) above, will have other terms and conditions that are (other than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical toto or, or no more favorable, when taken as a whole, no more favorable to the lenders Lenders providing such Refinancing Debt thanthan those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the Loans or Commitments being refinanced; documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (vii) the proceeds of such Refinancing Debt C), shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, conclusive evidence that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company terms and conditions satisfy such requirement unless the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written Administrative Agent provides notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.Borrower 55 #96555161v28
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Company Section 2.14. The Borrower may, from time to time after the Effective Date, and subject to the consent of from the Administrative Agent (which (a) consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned)from time to time, add one or more new term loan facilities and new revolving credit facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Companythe Borrower, to refinance (i) all or any portion of any the Term Loans then outstanding under this Agreement and (iiwhich for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (iA) will rank pari passu or junior in right of payment and in respect of lien priority with the Term other Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing pricing, prepayment and optional prepayment redemption terms as may be agreed by Company the Borrower and the applicable Lenders thereof; (vC) will have other terms and conditions (xother than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is good faith at least five Business Days prior to the scheduled Latest Maturity Date for incurrence of such Indebtedness, together with a reasonably detailed description of the Revolving Loans being refinanced material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (yC), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period); (D) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Term Facility Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (viE) subject any mandatory prepayment of any Refinancing Debt that comprises junior lien (to clauses the Term Loans) or unsecured notes or loans may not be made; (iiiF) through any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (vwith the Term Loans) abovemay only be made pro rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, will have terms and conditions that are substantially identical or a lower priority with respect to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinancedmandatory prepayment); and (viiG) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however2.08 on a dollar-for-dollar basis; provided, further, that the terms and conditions applicable to such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the then applicable Latest latest Term Facility Maturity Date in respect of the Facilities that is in effect and on the date such Refinancing Debt is issued, incurred or obtained or (y2) all Facilities other than such Refinancing Debt shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)been paid in full. Company 60 9482345 The Borrower shall make any request for Refinancing Debt pursuant to a written (b) notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject Subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned withheld or delayed), Company the Borrower may also invite Lenders and/or additional Eligible Assignees to become Lenders lenders in respect of such Refinancing Debt (lenders providing Refinancing Debt, “Refinancing Lenders”) pursuant to to, if applicable, a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.. Notwithstanding the foregoing, no Refinancing Amendment shall become (c) effective (the “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date of such effectiveness, the conditions set forth in Section 5.01(b) shall be satisfied or waived and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received, to the extent required by the Administrative Agent, customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant joinder agreement (if applicable) and consistent with those delivered on the Borrowing Date under Section 5.02 and, if such Refinancing Debt is secured, such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Refinancing Debt is secured by the Collateral ratably with (or, to the extent agreed by the applicable Refinancing Lenders in the applicable joinder agreement, junior to) the existing Term Loans, (iii) no Default or Event of Default shall have occurred and be Continuing or would result therefrom, and (iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Refinancing Lenders, as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Refinancing Borrowing Date. Each class of Refinancing Debt incurred under this Section 2.14 shall be in an (d) aggregate principal amount that is (i) (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof or (ii) equal to the entire remaining principal amount of the Loans then outstanding. The Administrative Agent shall promptly notify each Lender as to the (e) 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 to reflect the existence and terms of the Refinancing Debt incurred pursuant thereto (including the addition of such Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Refinancing Debt, 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. This Section 2.14 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary. All Term Loans made on the Second Amendment Effective Date (or deemed (f) made by the exchange by Rollover Lenders of Original Term Loans on the Second Amendment Effective Date for Term Loans) constitute Refinancing Debt and the Second Amendment constitutes a Refinancing Amendment. 61 9482345
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Company The Borrower may, from time to time after the Effective Date, and subject to the consent of from the Administrative Agent (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned)from time to time, add one or more new term loan facilities and new revolving credit facilities or one or more additional series of senior or junior secured or unsecured notes (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Companythe Borrower, to refinance (i) all or any portion of any the Term Loans then outstanding under this Agreement and (iiwhich for purposes of this Section 2.14 will be deemed to include any then outstanding Other Term Loans) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (iA) will rank pari passu or junior in right of payment and in respect of lien priority with the Term other Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing pricing, prepayment and optional prepayment redemption terms as may be agreed by Company the Borrower and the applicable Lenders thereof; (vC) will have other terms and conditions (xother than pricing, prepayment and optional redemption terms and terms and conditions applicable only after the latest then applicable Term Facility Maturity Date) substantially identical to or, taken as a whole, no more favorable to the Lenders providing such Refinancing Debt than those applicable to the Term Loans being refinanced (provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date good faith at least five (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization5) that is Business Days prior to the scheduled Latest Maturity Date for incurrence of such Indebtedness, together with a reasonably detailed description of the Revolving Loans being refinanced material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (yC), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) in the case of Refinancing Term Commitments, Business Day period); (D) will have a final stated maturity date that is not prior to the scheduled Latest Term Facility Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (viE) subject any mandatory prepayment of any Refinancing Debt that comprises junior lien (to clauses the Term Loans) or unsecured notes or loans may not be made; (iiiF) through any mandatory prepayment of any Refinancing Debt that is secured on a pari passu first lien basis (vwith the Term Loans) abovemay only be made pro-rata with the Term Loans (unless the Refinancing Lenders agree to a lesser portion of, will have terms and conditions that are substantially identical or a lower priority with respect to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinancedmandatory prepayment); and (viiG) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b2.08(b) howeveron a dollar-for-dollar basis; and provided, further, that the terms and conditions applicable to such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company between the Borrower and the Refinancing Lenders thereof and applicable only during periods after (1) the then applicable Latest Maturity Date in respect of the Facilities that is in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than on the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for date such Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed is issued, incurred or obtained or (2) all Facilities other than such Refinancing Debt shall first be requested on a ratable basis from Existing Lenders have been paid in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Xxxxxx’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agentfull.
Appears in 1 contract
Samples: Credit Agreement (Altisource Portfolio Solutions S.A.)
Refinancing Debt. (a) Company may, from time to time after the Effective Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities (“Refinancing Debt”; and the commitments in respect of such new term facilities, the “Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Refinancing Revolving Loan Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to Company, to refinance (i) all or any portion of any Term Loans then outstanding under this Agreement and (ii) all or any portion of any Revolving Loan Commitments then in effect under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Debt: (i) will rank pari passu in right of payment with the Term Loans and Revolving Loan Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Guarantor; (iii) will be either (x) unsecured or (y) secured by the Collateral (and no other assets) on a first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by Company and the applicable Lenders thereof; (v) (x) in the case of Refinancing Revolving Loan Commitments, will not have a final stated commitment termination date or commitment expiration date (or be subject to mandatory commitment reductions, mandatory prepayments or scheduled amortization) that is prior to the scheduled Latest Maturity Date for the Revolving Loans being refinanced and (y) in the case of Refinancing Term Commitments, will have a final stated maturity date that is not prior to the scheduled Latest Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Term Loans being refinanced; (vi) subject to clauses (iii) through (v) above, will have terms and conditions that are substantially identical to, or no more favorable, when taken as a whole, to the lenders providing such Refinancing Debt than, the terms and conditions of the Loans or Commitments being refinanced; and (vii) the proceeds of such Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (which, in the case of Revolving Loans, shall effect a corresponding permanent reduction in the Revolving Loan Commitments), in each case pursuant to Section 2.4(b) however, that such Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among Company and the Lenders thereof and applicable only during periods after the then applicable Latest Maturity Date in effect and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). Company shall make any request for Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Refinancing Debt shall first be requested on a ratable basis from Existing Lenders in respect of the Loans being refinanced. At the time of sending such notice to such Lenders, Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such XxxxxxLender’s ratable share in respect of the applicable facility) of such Refinancing Debt. Any Lender approached to provide all or a portion of any Refinancing Debt may elect or decline, in its sole discretion, to provide such Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Refinancing Debt. The Administrative Agent shall notify Company and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Refinancing Debt, and subject to the approval of the Administrative Agent and each Issuing Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Company may also invite additional Eligible Assignees to become Lenders in respect of such Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
