Common use of Extension of Revolving Commitments Clause in Contracts

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).

Appears in 3 contracts

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

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Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.23. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000.

Appears in 3 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 or otherwisethe applicable Extension Amendment, assignments (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and participations of the Extended Revolving Tranches Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be governed by made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the same or, at Maturity Date of the Borrower’s discretion, more restrictive assignment and participation provisions applicable to non-extending Revolving Commitments, set forth (III) repayments made in Section 10.6connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 3 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be governed by included for the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to benefit of each Class of Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 3 contracts

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

Extension of Revolving Commitments. (a) The Borrower may Borrowers’ Agent may, at any time and from time to time time, request that all or a portion of the any Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Revolver Termination Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Revolving Tranche Commitments under such Revolving Facility (any such Existing Revolving Tranche Commitments under a Revolving Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.11(k). In order to establish any Extended Revolving TrancheCommitments, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (the “Specified Existing Tranche”and related outstandings) (as reasonably determined by Company), except including: (xi) all pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the pricing, optional redemption or prepayment terms, for extensions of credit under any Revolving Facility of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by Company and Extending Revolving Lenders) and terms that apply solely to any period after the latest Revolver Termination Date that is in effect on the effective date of the final maturity or termination dates Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiii) (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the interest margins Revolver Termination Date of such Revolving Facility (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Revolver Termination Date and (C) repayments made in connection with a permanent repayment and termination of commitments under such Revolving Facility or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Revolver Termination Date (subject to clause (3) below)) of Loans with respect to the Extended Revolving Tranche may be higher or lower than Commitments of a given Extension Series after the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing date of obtaining such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by Commitments shall be made on a pro rata basis with the preceding clause Existing Revolver Tranche, (A); provided, that, notwithstanding anything 2) subject to the contrary provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series, all Letters of Credit issued under the Existing Revolver Tranche shall be participated on a pro rata basis by all Lenders with Revolving Commitments under the Existing Revolver Tranche and Extended Revolving Commitments in this accordance with their percentage of the Commitments under the applicable Revolving Facilities (and except as provided in Section 2.26 2.1, without giving effect to changes thereto on an earlier Revolver Termination Date with respect to Letters of Credit theretofore incurred or otherwiseissued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Existing Revolver Tranche, except that Company shall be permitted to permanently repay and terminate commitments of the Existing Revolver Tranche on a greater than a pro rata basis as compared to any other such Revolving Facility with a later Revolver Termination Date and (4) assignments and participations of Extended Revolving Tranches Commitments and Extended Revolving Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitmentsthe Existing Revolver Tranche (and related outstandings); provided, set forth in Section 10.6. No Lender further, that (A) no Event of Default or Unmatured Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Commitments of a given Revolver Extension RequestSeries at the time of establishment thereof be earlier than the Revolver Termination Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments and Extended Revolving Commitments of each Extension Series) which have more than five different Revolver Termination Dates and (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $100,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this Section 2.15(b)).

Appears in 3 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an “each, a “ Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be governed by included for the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to benefit of each Class of Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 2 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.28. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, not materially more favorable (as reasonably determined by the Borrower) to those the Extending Revolving Lender, as the original Revolving Commitments (and related outstandings) unless the existing Lenders receive the benefit of such favorable terms or for covenants and other provisions applicable only to periods after the Latest Maturity Date: (i) the Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than three (3) different Latest Maturity Dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and mandatory repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments); provided, further, that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (B) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of any intercreditor arrangements applicable to the Existing Revolving Revolver Tranche from which they are to be extended then in effect and (the “Specified Existing Tranche”), except (xC) all or any of the final maturity or termination dates documentation in respect of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this Section 2.28(b)).

Appears in 2 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect 119 prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be governed by included for the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to benefit of each Class of Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 2 contracts

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

Extension of Revolving Commitments. (a) The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Commitments under the Revolving Tranche Facility (any such Existing Commitments under the Revolving Tranche Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.18. In order to establish any Extended Revolving TrancheCommitments, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Company), except including: (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Ai) the interest margins Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Tranche Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Specified Revolving Facility of such Existing Tranche and/or (B) additional fees may be payable Revolver Tranche, in each case, to the Lenders providing such Extended Revolving Tranche extent provided in addition to or in lieu of any increased margins contemplated the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments Company and participations of Extended Extending Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).Lenders) and

Appears in 2 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who and the Administrative Agent shall provide a copy of such notice to each of the Lenders of selected by the Borrower under the applicable Existing Revolving TrancheClass (it being understood that any such request need not be offered equally to all such Lenders of such Existing Revolving Class)) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good 173 faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth in no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Administrative Agent unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.610.01 or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 2 contracts

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) at the election of the Borrower, the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to Extended Term Loans that, if not consistent with the terms of the Existing Term Loan Class subject to such Term Loan Extension Request, either, (A) are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Term Loan Class subject to the Term Loan Extension Request, except in each case, with respect to (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be governed included for the benefit of the Revolving Facility or (B) reflect market terms and conditions (taken as a whole) at the time of such Revolving Extension Request (as determined by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth Borrower in Section 10.6good faith). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be NAI-1537228099v3 established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations Maturity Date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) 92. The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to 122 US-DOCS\123668313.8 Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).

Appears in 1 contract

Samples: Collateral Agreement (Revlon Consumer Products Corp)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later 189 maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s discretionelection, to the extent any term or provision that is more restrictive assignment to the Borrower and participation its Subsidiaries than the terms and provisions applicable to hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, set forth in Section 10.6no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the 125 US-DOCS\122695800.10 items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be governed by included for the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to benefit of each Class of Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

Samples: Credit Agreement (Superior Industries International Inc)

Extension of Revolving Commitments. (a) The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Commitments under the Revolving Tranche Facility (any such Existing Commitments under the Revolving Tranche Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.18. In order to establish any Extended Revolving TrancheCommitments, the Borrower Company shall provide a notice to the Revolving Facility Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Company), except including: (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Ai) the interest margins Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Tranche Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Specified Revolving Facility of such Existing Tranche and/or (B) additional fees may be payable Revolver Tranche, in each case, to the Lenders providing such Extended Revolving Tranche extent provided in addition to or in lieu of any increased margins contemplated by the preceding clause applicable Extension Amendment; (A); provided, that, notwithstanding anything to ii) the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).137

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, set forth in Section 10.6no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

Samples: Credit Agreement (Cushman & Wakefield PLC)

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition 119 to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Revolver Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Revolving Tranche Commitments under the Revolving Facility (any such Existing Revolving Tranche Commitments under the Revolving Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.16. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Borrower), except including: (xi) all the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Facility of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the final maturity or termination dates Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiii) (1) the borrowing -40- and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the interest margins Revolver Maturity Date (and related outstandings) or the Extended Revolving Commitments of a given Revolver Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility or the Extended Revolving Commitments of a given Revolver Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to the Extended Revolving Tranche may be higher or lower than Commitments of a given Revolver Extension Series after the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing date of obtaining such Extended Revolving Tranche Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, (2) subject to the provisions of Section 2.11 to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Revolver Extension Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments in addition accordance with their percentage of the Commitments under the applicable classes (and except as provided in Section 2.11, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or in lieu issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Revolver Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other classes of Extended Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any increased margins contemplated by the preceding clause such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, 4) assignments and participations of Extended Revolving Tranches Commitments and Extended Revolving Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Commitments of each Revolver Extension RequestSeries) which have more than five different Maturity Dates and (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided, that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.16(b).). -41-

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments Commitments, and the related outstanding Revolving Loans in respect thereof, of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche”, and the Revolving Commitments and Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and ; the Revolving Commitments of such Extended Revolving Tranches, the “Extended Commitments”; and any Revolving Loans under any such Extended Commitments, “Extended Loans”) and to provide for other terms consistent with this Section 2.262.25; provided, provided that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and on the same terms to each such Lender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than following as determined by the Borrower and set forth in the Extension Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Revolving Termination Date of the applicable Existing Tranche, (iii) the final maturity date, (iv) (1) the Borrowing and repayment (except for the Specified Existing Tranche and/or (A) payments of interest and fees at different rates on Extended Tranches (and related outstanding Revolving Loans in respect thereof), (B) additional fees may repayments required upon the Revolving Termination Date of the Extended Tranches and (C) repayments made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Extended Tranches after the associated Extension Date shall be payable made on a pro rata basis with all other Revolving Commitments existing at the time of the relevant Borrowing and repayment and (2) subject to the Lenders providing such provisions of Section 3.11 to the extent dealing with Letters of Credit, which mature or expire after a Revolving Termination Date when there exist Extended Tranches with a later maturity date, all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Tranche Commitment in addition accordance with its pro rata share of the Revolving Commitments as in effect from time to or in lieu of any increased margins contemplated by the preceding clause (A)time; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 2.25 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Revolving Commitments, as applicable, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and together with any other Extended Revolving Tranches so established on such date); provided that at no time shall there be more than two Tranches of Revolving Commitments hereunder unless otherwise agreed by the Administrative Agent in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (FTC Solar, Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments in effect immediately prior to such Extension Amendment or (y) a Previously 153 Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Class of Revolving Commitments (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, set forth in Section 10.6no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

Samples: Credit Agreement (Cushman & Wakefield PLC)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans and/or C2 Incremental Term Loans, as applicable or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.610.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date).Existing Revolving Class. 178

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Revolver Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Revolving Tranche Commitments under the Revolving Facility (any such Existing Revolving Tranche Commitments under the Revolving Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.16. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms (which prepayment terms shall not be more favorable than in the existing Revolving Loans), final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Borrower), except including: (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Ai) the interest margins Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Tranche Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Specified Revolving Facility of such Existing Tranche and/or (B) additional fees may be payable Revolver Tranche, in each case, to the Lenders providing such Extended Revolving Tranche extent provided in addition to or in lieu of any increased margins contemplated the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments Borrower and participations of Extended Extending Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment Lenders) and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).terms that apply solely to

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as 105 offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time Notwithstanding anything to time request that all or a portion of the Revolving Commitments of contrary in this Agreement, pursuant to one or more Tranches existing at the time of such request offers (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving CommitmentsExtension Offer”) and made from time to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made time by the Borrower Borrowers to all Lenders with Revolving Commitments, Commitments with a like maturity date (whether under one or more Tranches) date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Commitments, in each case as so extended, as well as the original Revolving Commitments not so extended, being a “Class”; any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees, prepayment terms, final maturity, and after the final maturity date of the Revolving Commitment, any other covenants and provisions (which shall be determined by the Borrowers and the relevant Lenders and set forth in the relevant Extension Offer), the Revolving Commitment of any Lender (an “Extending Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment” and the Loans thereunder “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to the existing Revolving Lenders) as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments of such Class, (2) subject to the provisions of Section 2.3(j) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in Section 2.3(j), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Commitments and extend Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different Revolving Commitment Termination Dates, (iii) with respect to any Extended Revolving Commitments, such Extended Revolving Commitments will not have a maturity date or require mandatory commitment reductions that are prior to the maturity date of Revolving Loans (or unused Revolving Commitments) not being extended, (iv) the Extended Revolving Commitments shall not be (A) secured by any Lien on any asset other than the Collateral and (iiB) guaranteed by any Person other than the Guarantors, (v) if the aggregate principal amount of Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolving Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and (vii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date)Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Empire Petroleum Partners, LP)

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations Maturity Date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower Agent may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.262.27; provided, provided that (i) any such request there shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date no more than three (whether under one or more Tranches3) on a pro rata basis (based on the aggregate Classes of Loans and Commitments outstanding principal amount of the applicable Revolving Commitments) and (ii) at any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretiontime. In order to establish any Extended Revolving TrancheCommitments, the Borrower Agent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (each, an “Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the Agent) of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity or termination dates Extended Revolving Commitments shall be later than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, (ii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may Commitments); and (iii) all borrowings under the Revolving Commitments and repayments thereunder shall be delayed to later dates than made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (II) repayments required upon the final maturity or termination dates date of the Specified Existing Tranchenon-extending Revolving Commitments); provided further, and (y) that (A) the interest margins with respect conditions precedent to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, a Borrowing set forth in Section 10.6. No Lender 4.02 shall have be satisfied as of the date of such Extension Amendment and at the time when any obligation to agree to have Loans are made in respect of any of its Existing Revolving Loans converted into an Extended Revolving Tranche Commitment, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder, (C) any such Extended Revolving Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreement and (D) all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Commitments amended pursuant to any Extension Request. Any Request shall be designated a series (each, an “Extension Series”) of Extended Revolving Tranche shall constitute a separate Tranche Commitments for all purposes of Loans from the Specified Existing Tranches and from this Agreement; provided that any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Extension Series with respect to such date)Existing Revolver Tranche. Each Extension Series of Extended Revolving Commitments incurred under this Section 2.27 shall be in an aggregate principal amount equal to not less than $50,000,000.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus, Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving 123 |US-DOCS\115543490.9|| Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).

Appears in 1 contract

Samples: Credit Agreement (Revlon Inc /De/)

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may be delayed to later dates participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the final maturity Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or termination dates of the Specified Existing Tranchein connection with any refinancing thereof permitted by this Agreement; provided, and (y) further, that (A) in no event shall the interest margins with respect to the final Maturity Date of any Extended Revolving Tranche may Commitments of a given Revolver Extension Series at the time of establishment thereof be higher or lower earlier than the interest margins for the Specified Existing Tranche and/or then Latest Maturity Date of any other Revolving Commitments hereunder, (B) additional fees may be payable to the Lenders providing any such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated Commitments (and the Liens securing the same) shall be permitted by the preceding clause terms of the Intercreditor Agreements (A); provided, that, notwithstanding anything to the contrary extent any Intercreditor Agreement is then in this Section 2.26 or otherwise, assignments effect) and participations (C) all documentation in respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche Class (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.29. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final Extended Revolving Credit Commitments shall be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Facilities and Extended Revolving Credit Commitments) which have more than five (5) different maturity dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the 72 applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the maturity date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.29 shall be in an aggregate principal amount that is not less than $10,000,000.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may be delayed to later dates participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the final maturity Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or termination dates of the Specified Existing Tranchein connection with any refinancing thereof permitted by this Agreement; provided, and (y) further, that (A) in no event shall the interest margins with respect to the final Maturity Date of any Extended Revolving Tranche may Commitments of a given Revolver Extension Series at the time of establishment thereof be higher or lower earlier than the interest margins for the Specified Existing Tranche and/or then Latest Maturity Date of any other Revolving Commitments hereunder, (B) additional fees may be payable to the Lenders providing any such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated Commitments (and the Liens securing the same) shall be permitted by the preceding clause terms of the Intercreditor Agreements (A); provided, that, notwithstanding anything to the contrary extent any Intercreditor Agreement is then in this Section 2.26 or otherwise, assignments effect) and participations (C) all documentation in respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche Class (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $5,000,000 (or the Dollar Equivalent in Euros or Pounds Sterling) (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date).115

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the 121 DOC ID - 36220401.1 Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anonextending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations Maturity Date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

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

Extension of Revolving Commitments. (ab) . The Lead Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with any Extended Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Lead Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (Aii)(A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided, provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwisecontained herein, assignments and participations if any such terms of such Extended Revolving Tranches Commitments contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be governed by included for the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to benefit of each Class of Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

Samples: Credit Agreement (Chobani Inc.)

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may be delayed to later dates participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the final maturity Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or termination dates of the Specified Existing Tranchein connection with any refinancing thereof permitted by this Agreement; provided, and (y) further, that (A) in no event shall the interest margins with respect to the final Maturity Date of any Extended Revolving Tranche may Commitments of a given Revolver Extension Series at the time of establishment thereof be higher or lower earlier than the interest margins for the Specified Existing Tranche and/or then Latest Maturity Date of any other Revolving Commitments hereunder, (B) additional fees may be payable to the Lenders providing any such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated Commitments (and the Liens securing the same) shall be permitted by the preceding clause terms of the Intercreditor Agreements (A); provided, that, notwithstanding anything to the contrary extent any Intercreditor Agreement is then in this Section 2.26 or otherwise, assignments effect) and participations (C) all documentation in respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche Class (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than $25.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Lannett Co Inc)

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Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.610.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (i) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (iii) (x) except as provided under sub-clause (y) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (y) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (A) with respect to (1) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (2) repayments made in connection with any refinancing of Extended Revolving Commitments or (B) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (iii), with all other Revolving Commitments and (iv) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (i) through (iii)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (2) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (2), with respect to (x) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of Revolving Commitments in effect immediately prior to such Extension Amendment or (y) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of any Existing Revolving Class, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility (including the Closing Date Revolving Facility)) or (3) such terms as are reasonably satisfactory to the Required Lenders (provided that, at Borrower’s discretionelection, to the extent any term or provision that is more restrictive assignment to the Borrower and participation its Subsidiaries than the terms and provisions applicable to hereunder is added for the benefit of the Lenders of Extended Revolving Commitments, set forth in Section 10.6no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.23. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 or otherwise, assignments the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and participations terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be governed by made on a pro rata basis (except for repayments required upon the same or, maturity date of the non-extending Revolving Commitments); provided that (A) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any time of its establishment thereof be earlier than the maturity date of the Existing Revolving Loans converted into an Revolver Tranche from which such Extended Revolving Tranche pursuant Commitments are to any be amended and (B) that all documentation in respect of such Extension RequestAmendment shall be consistent with the foregoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5,000,000. (c).

Appears in 1 contract

Samples: Credit Agreement (Krispy Kreme, Inc.)

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension NAI-1537228099v31537241654v2 Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations Maturity Date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.26 shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitmentsRevolving Maturity Date(s) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving TrancheCommitments”, and the Revolving Commitments of such any Loans made pursuant thereto, “Extended Revolving TranchesLoans” and, together with the Extended Term Loans, the “Extended Revolving CommitmentsLoans”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.23. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and 107 terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than Commitments); and (iv) all borrowings under the final maturity or termination dates applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the Specified Existing Trancheapplicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (yIII) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided further that (A) no Event of Default shall have occurred and be continuing at the interest margins with respect time a Revolver Extension Request is delivered to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Lenders, (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu Commitments of any increased margins contemplated by given Revolver Extension Series at the preceding clause time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolver Tranche and (A); provided, that, notwithstanding anything to the contrary C) all documentation in this Section 2.26 or otherwise, assignments and participations respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Ani Pharmaceuticals Inc)

Extension of Revolving Commitments. (ai) The Borrower may at any time and from time to time within six months prior to the applicable Maturity Date request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of be identical as offered to each Lender under such Existing Revolver Tranche (including as to the final maturity or termination dates of proposed interest rates and fees payable) and offered pro rata to each Lender under such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Revolver Tranche and (y) (Aexcept as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall, subject to this Section 2.22(b)(i), be determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as the original Revolving Commitments (and related outstandings) including: (i) the interest margins Maturity Date of the Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than two different Maturity Dates; (ii) the All-In Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Tranche Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be higher or lower different than the interest margins All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Specified Revolving Commitments of such Existing Tranche and/or (B) additional fees may be payable Revolver Tranche, in each case, to the Lenders providing extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower, the Administrative Agent and the Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) repayments made in addition to or in lieu connection with a permanent repayment and termination of any increased margins contemplated by the preceding clause (Anon-extended Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Default or Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to the contrary Lenders, (B) in this Section 2.26 or otherwise, assignments and participations no event shall the final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Latest Maturity Date of any other Revolving Commitments hereunder, and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date)foregoing.

Appears in 1 contract

Samples: Credit Agreement (Golden Entertainment, Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.16. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or any of prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or termination dates related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments (and related outstandings): (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches Commitments (and any other Extended Revolving Tranches so established on such daterelated outstandings).,

Appears in 1 contract

Samples: Credit Agreement (Blue Bird Corp)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and, the 2020 Incremental Term Loans and the 2022 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.610.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date).Existing Revolving Class. 172

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Galleria Co.)

Extension of Revolving Commitments. (a) The Any Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.24. In order to establish any Extended Revolving TrancheCommitments, the relevant Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical in all material respects to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the maturity date of the final maturity or termination dates of such Extended Revolving Tranches Commitments may be delayed to a later dates date than the final maturity or termination dates date of the Specified Revolving Commitments of such Existing Revolver Tranche, and to the extent provided in the applicable Extension Amendment; (yii) (A) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Revolver Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the item contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the maturity date of the non-extending Revolving Commitments); provided, that, notwithstanding anything to that (A) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended 109 Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the maturity date of the Existing Revolver Tranche from which such Extended Revolving Tranches Commitments are to be amended and (B) that all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 or, in the case of Extended Revolving Commitments denominated in Alternative Currencies, an amount in such Alternative Currency equal to the Dollar Equivalent of $5,000,000.

Appears in 1 contract

Samples: Credit Agreement (Coty Inc.)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitmentsRevolving Maturity Date(s) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving TrancheCommitments”, and the Revolving Commitments of such any Loans made pursuant thereto, “Extended Revolving TranchesLoans” and, together with the Extended Term Loans, the “Extended Revolving CommitmentsLoans”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.23. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided however that at no time shall there be Classes of Extended Revolving Commitments and Other Revolving Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the all-in yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the all-in yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than Commitments); and (iv) all borrowings under the final maturity or termination dates applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the Specified Existing Trancheapplicable Revolver Extension Series) and repayments and commitment reductions thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (yIII) repayments made in connection with a permanent repayment and termination of non-extended Revolving Commitments of the applicable Existing Revolver Tranche); provided further that (A) no Event of Default shall have occurred and be continuing at the interest margins with respect time a Revolver Extension Request is delivered to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or Lenders, (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu Commitments of any increased margins contemplated by given Revolver Extension Series at the preceding clause time of establishment thereof do not mature earlier than the Maturity Date of the Existing Revolver Tranche and (A); provided, that, notwithstanding anything to the contrary C) all documentation in this Section 2.26 or otherwise, assignments and participations respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Ani Pharmaceuticals Inc)

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (5) different Maturity Dates; (ii) the Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any NAI-1537241654v2 Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the contrary extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed in an aggregate principal amount that is not less than $5,000,000 (it being understood that the actual principal amount thereof provided by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on Lenders may be lower than such dateminimum amount).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.21. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be delayed to later dates than made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (B) repayments required upon the Maturity Date of the non-extending Revolving Commitments); provided that in no event shall the final maturity or termination dates date of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the any Extended Revolving Tranche may Commitments of a given Revolver Extension Series at the time of establishment thereof be higher or lower earlier than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu then Latest Maturity Date of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended other Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension RequestCommitments hereunder. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.21(b) shall be in an aggregate principal amount that is not less than $25,000,000.

Appears in 1 contract

Samples: Credit Agreement (Valassis Communications Inc)

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Commitments under the Revolving Tranche Facility (any such Existing Commitments under the Revolving Tranche Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.18. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Borrower), except including: (xi) all the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Facility of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the final maturity or termination dates Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiii) (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the interest margins Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to the Extended Revolving Tranche may be higher or lower than Commitments of a given Extension Series after the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing date of obtaining such Extended Revolving Tranche Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in addition accordance with their 100 percentage of the Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or in lieu issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Borrower shall be permitted to permanently repay and terminate commitments of any increased margins contemplated by the preceding clause such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, 4) assignments and participations of Extended Revolving Tranches Commitments and Extended Revolving Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Commitments of each Extension RequestSeries and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).

Appears in 1 contract

Samples: Credit Agreement (Coherent Inc)

Extension of Revolving Commitments. (a) The Borrower may may, on behalf of the Borrowers, at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.28. In order to establish any Extended Revolving TrancheRevolv- ing Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five (5) different Maturity Dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the effective yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Credit Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche in addition to or in lieu Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of any increased margins contemplated by the preceding clause (Anon-extending Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Credit Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.28 shall be in an aggregate principal amount that is not less than $10,000,000.

Appears in 1 contract

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

Extension of Revolving Commitments. Upon the written request of the Borrower, received by the Administrative Agent not less than sixty days prior to the then current Termination Date and subject to the consent of each Lender willing to grant such request, the Termination Date shall be extended to the date which is three years from the date which is thirty days from the date of such request. The Administrative Agent shall transmit such request to each Lender within one Business Day. The Lenders shall respond through the Administrative Agent to any such request of the Borrower within thirty days of the Borrower's request. Any Lender not responding within thirty days shall be deemed to have declined the request. At the option of the Borrower, any declining Lender's Revolving Commitment may be assumed, in whole or in part, by one or more existing Lenders or other lenders acceptable to the Borrower and the Administrative Agent, upon compliance with SECTION 9.9; PROVIDED, HOWEVER, Assignee shall pay the $3,500 processing fee required by SECTION 9.1(b). If any such Revolving Commitment is not so replaced within thirty (a30) The days of the Lender's response, then, at the Borrower's option, either (i) the Borrower may at any time shall give prompt written notice to each Lender of its decision to withdraw such request and from time to time request that all the Aggregate Revolving Commitments shall terminate on the then current Termination Date or a portion (ii) the Borrower shall give prompt notice of termination of the Revolving Commitments of one or more Tranches existing at Commitment to each and every Lender that has not consented to the time of such request extension (eachto the extent it has not been assumed), an “Existing Revolving Tranche” with a copy to the Administrative Agent, and shall prepay the Revolving Loans of such Existing Lenders on three Business Days' prior notice to such Lenders and the Administrative Agent, which shall reduce the Aggregate Revolving Tranche, Commitments accordingly (to the “Existing Revolving Loans”extent not assumed), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any reallocate such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount Lender's Commitment Percentage of the applicable Revolving CommitmentsL/C Outstandings in accordance with SECTION 2.4(d) as if a new Letter of Credit were issued in such amount for the account of the Borrower, and (ii) any applicable Minimum Extension Condition if such reallocation results in the aggregate Exposure Amount exceeding the Aggregate Revolving Commitments, secure such excess amount by cash or cash equivalents delivered to and pledged to the Administrative Agent in a manner satisfactory to the Administrative Agent concurrently with the effectiveness of such termination, and the Termination Date shall be satisfied unless waived by extended in accordance with this SECTION 2.5 for the Borrower remaining Aggregate Revolving Commitments and SCHEDULE 1.1 shall be amended accordingly; PROVIDED, HOWEVER, that notwithstanding anything in its sole discretion. In order this SECTION 2.5 to establish the contrary, in the event that less than the Majority Lenders consent to any Extended Revolving Trancheextension hereunder, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) (A) the interest margins with respect to the Extended Revolving Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree deemed to have any of withdrawn its Existing request and the Aggregate Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche Commitments shall constitute a separate Tranche of Loans from terminate on the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date)then current Termination Date.

Appears in 1 contract

Samples: Credit Agreement (Hon Industries Inc)

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than three different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may be higher or lower than Commitments of the interest margins for the Specified Existing Tranche and/or (Bapplicable Revolver Extension Series) additional fees may be payable to the Lenders providing such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, assignments and participations of Extended Revolving Tranches repayments thereunder shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute made on a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches pro rata basis (and any other Extended Revolving Tranches so established on such date).except

Appears in 1 contract

Samples: Pledge and Security Agreement (Lannett Co Inc)

Extension of Revolving Commitments. (a) The Borrower may Company may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request Facility (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing the Commitments under the Revolving Tranche Facility (any such Existing Commitments under the Revolving Tranche Facility which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.18. In order to establish any Extended Revolving TrancheCommitments, the Borrower Company shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Company and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to a Revolver Extension Request, and the related outstandings, shall be a “Revolving Facility” (or related outstandings, as the case may be) with such other terms substantially similar identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as those applicable to the Existing Revolving Revolver Tranche from which they are subject to be extended such Revolver Extension Request (and related outstandings) (as reasonably determined by the “Specified Existing Tranche”Company), except including: (xi) all the Effective Yield, pricing, optional prepayment or redemption terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Facility of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (ii) the Extension Amendment may provide for other covenants (as determined by the Company and Extending Revolving Lenders) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the final maturity or termination dates Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiii) (1) the borrowing and repayment (except for (A) payments of interest and #95484613v795537764v17 fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the interest margins Maturity Date of the Revolving Facility (and related outstandings), the Refinancing Revolving Commitments of a given Refinancing Series (and related outstandings) or the Extended Revolving Commitments of a given Extension Series (and related outstandings), in each case having an earlier Maturity Date and (C) repayments made in connection with a permanent repayment and termination of commitments under the Revolving Facility, the Refinancing Revolving Commitments of a given Refinancing Series or the Extended Revolving Commitments of a given Extension Series, in each case having an earlier Maturity Date (subject to clause (3) below)) of Loans with respect to the Extended Revolving Tranche may be higher or lower than Commitments of a given Extension Series after the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing date of obtaining such Extended Revolving Tranche Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, (2) subject to the provisions of Section 2.03(l) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Commitments of a given Extension Series and/or Refinancing Revolving Commitments of a given Refinancing Series with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments, Extended Revolving Commitments and Refinancing Revolving Commitments in addition accordance with their percentage of the Commitments under the applicable Classes (and except as provided in Section 2.03(l), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or in lieu issued), (3) the permanent repayment of Loans under, and termination of, Extended Revolving Commitments of a given Extension Series after the date of obtaining such Extended Revolving Commitments shall be made on a pro rata basis with the Revolving Commitments and all other Classes of Extended Revolving Commitments and Refinancing Revolving Commitments then existing, except that the Company shall be permitted to permanently repay and terminate commitments of any increased margins contemplated by the preceding clause such Class on a greater than a pro rata basis as compared to any other such Class with a later Maturity Date and (A); provided, that, notwithstanding anything to the contrary in this Section 2.26 or otherwise, 4) assignments and participations of Extended Revolving Tranches Commitments and Extended Revolving Loans shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to the Revolving Commitments (and related outstandings) and each other Class of Extended Revolving Commitments (and related outstandings) and Refinancing Revolving Commitments (and related outstandings); provided, further, that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Revolver Tranche, (C) at no time shall there be Commitments under revolving credit facilities hereunder (including the Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Commitments of each Extension RequestSeries and Refinancing Revolving Commitments of each Refinancing Series) which have more than five different Maturity Dates and (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this Section 2.18 shall be in an aggregate principal 128 #95484613v795537764v17 amount that is not less than $10,000,000 (or, if less, the entire principal amount of the Revolving Commitments being extended pursuant to this under Section 2.18(b)).

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion‎Section 2.16. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) except as to interest rates, fees, optional redemption or any of prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Revolving Lenders and set forth in the relevant Revolver Extension Request), the Extended Revolving Commitment extended pursuant to an Revolver Extension Request, and the related outstandings, shall be a Revolving Loan Commitment (or termination dates related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lender, as the original Revolving Loan Commitments (and related outstandings): (i) the maturity date of the Extended Revolving Commitments may be delayed to a later date than the maturity date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four different maturity dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower 88 Blue Bird Body Company Credit Agreement and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, Commitments); and (yiv) all borrowings under the applicable Revolving Commitments (A) i.e., the interest margins with respect to Existing Revolver Tranche and the Extended Revolving Tranche may Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be higher or lower than the made on a pro rata basis (except for (I) payments of interest margins for the Specified Existing Tranche and/or (B) additional and fees may be payable to the Lenders providing such at different rates on Extended Revolving Tranche Commitments (and related outstandings), (II) repayments required upon the maturity date of the non-extending Revolving Commitments and (III) repayments made in addition to or in lieu connection with a permanent repayment and termination of any increased margins contemplated by the preceding clause (Anon-extended Revolving Commitments); provided, thatfurther, notwithstanding anything that (A) no Event of Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the contrary in this Section 2.26 or otherwise, assignments and participations final maturity date of any Extended Revolving Tranches Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then-applicable Latest Maturity Date of any other Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche series (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such dateExisting Revolver Tranche. Each Revolver Extension Series of Extended Revolving Commitments incurred under this ‎Section 2.24 shall be in an aggregate principal amount that is not less than $5,000,000 (or, if less, the entire principal amount of the Indebtedness being extended pursuant to this under ‎Section 2.24(b)).

Appears in 1 contract

Samples: Collateral Agreement (Blue Bird Corp)

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and Commitments”)and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the 2020 Incremental Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.610.01, in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request any Class (each, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving LoansClass), in each case, ) be converted or exchanged to extend the scheduled maturity date(sMaturity Date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) 2.16. Prior to entering into any such request shall be made by the Borrower Extension Amendment with respect to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a written notice to the Administrative Agent and the Priority Revolving Agent (who and the Administrative Agent, and, if the Existing Revolving Class shall be the Priority Revolving Facility, the Priority Revolving Agent, shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving TrancheClass, with such request offered equally to all such Lenders of such Existing Revolving Class) (an each, a Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall be substantially similar identical in all material respects to those applicable to the Revolving Commitments of the Existing Revolving Tranche Class from which they are to be extended except that (a) the “Specified scheduled final maturity date shall be extended to a later date than the scheduled final maturity date of the Revolving Commitments of such Existing Tranche”Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent (and to the extent such Revolving Commitments pertain to the Priority Revolving Facility, the Priority Revolving Agent), except (x) all or any of the final maturity or termination dates of such Extended Revolving Tranches may be delayed to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (yb) (Ai) the interest margins rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Tranche Commitments may be higher or lower different than the interest margins those for the Specified Revolving Commitments of such Existing Tranche Revolving Class and/or (Bii) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Tranche Commitments in addition to or in lieu any of any increased margins the items contemplated by the preceding clause (Ai); provided, thatin each case, notwithstanding anything to the contrary extent provided in this Section 2.26 the applicable Extension Amendment, (c) (i) except as provided under sub-clause (ii) below, all borrowings under the Extended Revolving Commitments of the applicable Revolving Extension Series and repayments thereunder (other than permanent repayments) may be made on a pro rata basis, less than a pro rata basis or otherwise, assignments greater than a pro rata basis and participations (ii) the permanent repayment of outstanding Revolving Loans under the Extended Revolving Commitments in connection with a termination of Extended Revolving Tranches shall Commitments may be governed by made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (I) with respect to (A) repayments required upon the same orMaturity Date of the non-extending Revolving Commitments or the Extended Revolving Commitments and (B) repayments made in connection with any refinancing of Extended Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Extended Revolving Commitments), in each case under this clause (c), with all other Revolving Commitments and (d) the Extension Amendment may provide for such other terms and conditions (other than as provided in the foregoing clauses (a) through (c)) with respect to the Extended Revolving Commitments that either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of such Extension Amendment (as determined by the Borrower in good faith), (ii) if otherwise not consistent with the Existing Revolving Class subject to such Revolving Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Revolving Class subject to such Revolving Extension Request, except, in each case under this clause (ii), with respect to (I) covenants and other terms applicable solely to any period after the Latest Maturity Date in respect of such Existing Revolving Class subject to such Revolving Extension Request in effect immediately prior to such Extension Amendment or (II) a Previously Absent Financial Maintenance Covenant (so long as, to the extent that any such terms of any Extended Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility) or (iii) such terms as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01 , the Administrative Agent) (provided that, at Borrower’s discretionelection, more restrictive assignment and participation provisions applicable (A) to the extent any term or provision is added for the benefit of the lenders of Extended Revolving Commitments, set forth no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (B) to the extent any term or provision is added for the benefit of the Lenders of Extended Revolving Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.610.01 , in which case the consent of the Administrative Agent shall be required) or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility). No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Loans Class converted into an Extended Revolving Tranche Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Tranche Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Tranche Class of Loans Revolving Commitments from the Specified Existing Tranches and from any other Existing Revolving Tranches (and Class from which they were extended; provided that any other Extended Revolving Tranches so Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolving Extension Series with respect to such date)Existing Revolving Class.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may may, at any time and from time to time time, request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted amended to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extendedamended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion2.22. In order to establish any Extended Revolving TrancheCommitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity Extended Revolving Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Refinancing Revolving Commitments and Extended Revolving Commitments) which have more than two (2) different Maturity Dates (unless otherwise consented to by the Administrative Agent in its reasonable discretion); (ii) the All-In-Yield with respect to extensions of credit under the Extended Revolving Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or termination dates otherwise) may be different than the All-In-Yield for extensions of credit under the Revolving Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Tranches Commitments); and (iv) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except (I) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (II) for repayments required upon the Maturity Date of the non-extending Revolving Commitments and (III) Extended Revolving Commitments may be delayed to later dates participate on a less than (but not greater than, except that Extended Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the final maturity Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments existing on the date of effectiveness of any Extension Amendment), except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or termination dates of the Specified Existing Tranchein connection with any refinancing thereof permitted by this Agreement; provided, and (y) further, that (A) in no event shall the interest margins with respect to the final Maturity Date of any Extended Revolving Tranche may Commitments of a given Revolver Extension Series at the time of establishment thereof be higher or lower earlier than the interest margins for the Specified Existing Tranche and/or then Latest Maturity Date of any other Revolving Commitments hereunder, (B) additional fees may be payable to the Lenders providing any such Extended Revolving Tranche in addition to or in lieu of any increased margins contemplated Commitments (and the Liens securing the same) shall be permitted by the preceding clause terms of the Intercreditor Agreements (A); provided, that, notwithstanding anything to the contrary extent any Intercreditor Agreement is then in this Section 2.26 or otherwise, assignments effect) and participations (C) all documentation in respect of Extended Revolving Tranches such Extension Amendment shall be governed by consistent with the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Requestforegoing. Any Extended Revolving Tranche Commitments amended pursuant to any Revolver Extension Request shall constitute be designated a separate Tranche Class (each, a “Revolver Extension Series”) of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so Commitments for all purposes of this Agreement; provided that any Extended Revolving Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established on Revolver Extension Series with respect to such date)Existing Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Commitments proposed to be incurred under this Section 2.22 shall be in an aggregate principal amount that is not less than [REDACTED – Dollar Amount] (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrower in its sole discretion.

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower Representative may at any time and from time to time request that all or a portion of the Revolving Commitments of one or more Tranches existing at the time of such request a given Class (each, an “Existing Revolving Revolver Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans), in each case, ) be converted or exchanged to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) Maturity Date with respect to all or a portion of any principal amount (or commitments) of any Existing such Revolving Tranche Commitments (any such Existing Revolving Tranche Commitments which has have been so extended, an “Extended Revolving Tranche”, Credit Commitments” and the Revolving Commitments of such Extended Revolving TranchesLoans thereunder, the “Extended Revolving CommitmentsLoans”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving TrancheCredit Commitments, the Borrower Representative shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of under the applicable Existing Revolving Revolver Tranche) (an each, a Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche Credit Commitments to be established, which terms shall (x) be substantially similar identical as offered to those applicable each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from which they such Extended Revolving Credit Commitments are to be extended (the “Specified Existing Tranche”)amended, except that: (xi) all or any the Maturity Date of the final maturity or termination dates of such Extended Revolving Tranches Credit Commitments may be delayed to a later dates date than the final maturity or termination dates Maturity Date of the Specified Revolving Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments hereunder which have more than five (y5) different Maturity Dates; (Aii) the interest margins Yield with respect to extensions of credit under the Extended Revolving Tranche Credit Commitments (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be higher or lower different than the interest margins Yield for extensions of credit under the Specified Revolving Commitments of such Existing Tranche and/or (B) additional fees may be payable Revolver Tranche, in each case, to the Lenders providing such Extended Revolving Tranche extent provided in addition to or in lieu of any increased margins contemplated by the preceding clause applicable Extension Amendment; (A); provided, that, notwithstanding anything to iii) the contrary in this Section 2.26 or otherwise, assignments Extension Amendment may provide for other covenants and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant terms that apply solely to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from period after the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established Latest Maturity Date that is in effect on such date).the effective date of

Appears in 1 contract

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

Extension of Revolving Commitments. (a) The Borrower may at any time and from time to time request that all or a portion Company may, on not more than two occasions during the term of the Revolving Commitments of one or more Tranches existing at the time of such request (eachthis Agreement, an “Existing Revolving Tranche” and the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal (or extend the termination date of any commitments) with respect to all or a portion of any principal amount (or commitments) of any Existing Revolving Tranche (any such Existing Revolving Tranche which has been so extended, an “Extended Revolving Tranche”, and the Revolving Commitments of such Extended Revolving Tranches, the “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.26; provided, that (i) any such request shall be made by the Borrower to all Lenders with Revolving Commitments, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Revolving Tranche, the Borrower shall provide a written notice to the Administrative Agent (who which shall provide promptly deliver a copy of such notice to each of the Revolving Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Revolving Lenders extend the Revolving Maturity Date and the Revolving Commitments for an additional period of one year. Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Revolving Lenders constituting a Majority in Interest of the Revolving Lenders shall have agreed to an extension request, then the Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Maturity Date extension shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect as to such Revolving Lender prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Revolving Tranche) (an “Extension Request”) setting forth Maturity Date. The Company shall have the proposed terms right, pursuant to and in accordance with Section 2.17(b), at any time prior to any Existing Revolving Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Extended Revolving Tranche to be establishedMaturity Date, which terms and any such replacement Lender shall be substantially similar to those applicable to for all purposes constitute a Consenting Lender. Notwithstanding the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Tranche”)foregoing, except (x) all or any no extension of the final maturity or termination dates of such Extended Revolving Tranches may be delayed Maturity Date pursuant to later dates than the final maturity or termination dates of the Specified Existing Tranche, and (y) this paragraph shall become effective unless (A) the interest margins with respect conditions set forth in Sections 4.02(a) (but without giving effect to the Extended Revolving Tranche may parenthetical therein) and 4.02(b) shall be higher or lower than satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the interest margins for Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Specified Existing Tranche and/or Company, (B) additional fees may be payable the Administrative Agent shall have received an opinion of counsel for the Company as to the Lenders providing power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such Extended Revolving Tranche extension, and (C) all fees and expenses owing in addition to or in lieu respect of any increased margins contemplated by the preceding clause (A); provided, that, notwithstanding anything such extension to the contrary in this Section 2.26 or otherwise, assignments Administrative Agent and participations of Extended Revolving Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Revolving Commitments, set forth in Section 10.6. No Lender Lenders shall have any obligation to agree to have any of its Existing Revolving Loans converted into an Extended Revolving Tranche pursuant to any Extension Request. Any Extended Revolving Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Revolving Tranches (and any other Extended Revolving Tranches so established on such date)been paid.

Appears in 1 contract

Samples: Credit Agreement (Kla Tencor Corp)

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