Extension of Revolving Credit Commitments. The Borrower may at any time and from time to time, in its sole discretion, request that all or a portion of the Revolving Credit Commitments or Incremental Revolving Credit Commitments of a given Class (or series or tranche thereof) (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments or Incremental Revolving Credit Commitments (any such Revolving Credit Commitments or Incremental Revolving Credit Commitments which have been so amended, “Extending Revolving Credit Commitments”) and to provide for other terms consistent with this [Section 2.16]. In order to establish any Extending Revolving 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 under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extending Revolving Credit Commitments to be established, which shall # 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 # be identical to the Revolving Credit Commitments under the Existing Revolver Tranche from which such Extending Revolving Credit Commitments are to be amended, except that: # the Maturity Date of the Extending Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; # the Effective Yield with respect to extensions of credit under the Extending Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, commitment fees, OID or otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; # 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 Extending Revolving Credit Commitments); and # all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extending Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extending Revolving Credit Commitments (and related outstandings) and # repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments); provided, further, that # in no event shall the final maturity date of any Extending 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 Credit Commitments hereunder, # [reserved], and # all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extending Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extending Revolving Credit Commitments for all purposes of this Agreement; provided that any Extending 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 Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extending Revolving Credit Commitments incurred under this [Section 2.16] shall be in an aggregate principal amount that is not less than $5,000,000.
The Borrower may at any time request that all or a portion of the Revolving Commitments of any then existing Facility (an “Existing Revolving Facility” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Facility of Revolving Commitments in order to extend the scheduled maturity date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this [Section 2.20]. In order to establish any Extended Revolving 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 the applicable Existing Revolving Facility) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Facility from which they are to be modified except # the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the interest rate with respect to the Extended Revolving Loans may be higher or lower than the interest rate for the Revolving
items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, # 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 # payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), # repayments required upon the Maturity Date of the non-extending Revolving Commitments, # repayments made in connection with any refinancing of Revolving Commitments and # repayments made in connection with a permanent repayment and termination of Commitments), and # 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 and # subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving 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 included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving 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 Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving 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 Revolving Extension Series with respect to such Existing Revolving Class.
At any time after the Third Amendment Effective Date, the Borrowers and any Lender (any such Lender, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Lenders (each such notice, an “Extension Notice”), to extend (an “Extension”) the maturity date of such Lender’s Revolving Commitments of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Revolving Commitments outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17[[SunTrustTruist Bank:Organization]] (the “Existing Revolving Commitment Class” and the Revolving Loans thereunder, the “Existing Revolving Loans”) and/or Term Loans of a Class with a like maturity date (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.17 or any Class of Incremental Term Loans[[SunTrustTruist Bank:Organization]] (the “Existing Term Loan Class”) to the extended maturity date specified in such Extension Notice and Extension Amendment (each tranche of Revolving Commitments and each tranche of Term Loans so extended, in each case as well as the original Revolving Commitments and Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Term Loans”; and any Class of Revolving Commitments the maturity of which shall have been extended pursuant to this Section 2.17, “Extended Revolving Credit Commitments”); provided that # the Parent Borrower shall have offered to all Lenders under the applicable Credit Facility that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Lender (each such offer, an “Extension Offer”), # except as to interest rates, rate floors, fees, OID, premiums, final maturity date (subject to the following clause (v[[SunTrustTruist Bank:Organization]] and, in the case of Extended Term Loans, optional and mandatory prepayments (including call protection and prepayment premiums[[SunTrustTruist Bank:Organization]] and scheduled amortization[[SunTrustTruist Bank:Organization]] (which, subject to the following clause (v[[SunTrustTruist Bank:Organization]], shall be determined by the Parent Borrower and set forth in the applicable Extension Offer[[SunTrustTruist Bank:Organization]], the Extended Revolving Credit Commitments or Extended Term Loans shall have the same terms as the Class of Revolving Commitments and/or Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Extension Amendment may provide for other covenants and terms that apply only to any period after the Latest Maturity Date then in effect, # any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis[[SunTrustTruist Bank:Organization]] in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[SunTrustTruist Bank:Organization]] or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as applicable, offered to be extended by the Parent Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments, as applicable, 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[[SunTrustTruist Bank:Organization]] with respect to which such Lenders have accepted such Extension Offer, # the interest rates, rate floors, fees, OID, premiums, final maturity date, optional and mandatory prepayments and scheduled amortization (subject to the limitations set forth in [clause (i[[SunTrustTruist Bank:Organization]]) of this Section 2.17][[SunTrustTruist Bank:Organization]] applicable to any Extended Term Loans or Extended Revolving Credit Commitments shall be determined by the Parent Borrower and the lenders providing such Extended Term Loans or Extended Revolving Credit Commitments, as applicable; provided that # Extended Term Loans and Extended Revolving Credit Commitments at the time of establishment thereof shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Credit Facilities subject to such extension, # Extended Term Loans and Extended Revolving Credit Commitments shall not have more favorable mandatory prepayment and commitment reduction provision than the Credit Facilities subject to such extension, # the final maturity date of any Extended Term Loans shall not be earlier than the maturity date of the Term Loans being extended and # the maturity date with respect to any Extended Revolving Credit Commitments shall not be earlier than the maturity date of Revolving Loans (or unused Revolving Commitments[[SunTrustTruist Bank:Organization]] being extended, # assignments and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, # at no time shall there be Revolving Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Commitments[[SunTrustTruist Bank:Organization]] which have more than three (3[[SunTrustTruist Bank:Organization]] different Maturity Dates, # Extended Revolving Credit Commitments and Extended Term Loans shall not be # secured by any Lien on any asset other than the Collateral or # guaranteed by any Person other than the Guarantors, # all Borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Commitment Class and the Extended Revolving Credit Commitments of the applicable Extension Series[[SunTrustTruist Bank:Organization]] and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[SunTrustTruist Bank:Organization]] and # repayments required upon the Maturity Date of the non-extending Revolving Commitments[[SunTrustTruist Bank:Organization]], (x[[SunTrustTruist Bank:Organization]](1[[SunTrustTruist Bank:Organization]] no Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension; provided that if agreed to by the lenders of such Extension, the references to Event of Default in this clause (x[[SunTrustTruist Bank:Organization]](1[[SunTrustTruist Bank:Organization]] shall be deemed to refer solely to a Specified Event of Default and # the representations and warranties set forth in Article V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects[[SunTrustTruist Bank:Organization]]; provided that if agreed to by the lenders of such Extension, the representations and warranties in this clause (x[[SunTrustTruist Bank:Organization]](2[[SunTrustTruist Bank:Organization]] shall be deemed to refer solely to the Specified Representations and # all documentation in respect of such Extension Offer (including any Extension Notice and any amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Parent Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Extension Amendment[[SunTrustTruist Bank:Organization]] to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Revolving Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the establishment of such new tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of LC Outstandings, Swing Loans and Swing Loan Participations upon the expiration or termination of the commitments under any tranche or sub-tranche[[SunTrustTruist Bank:Organization]], in each case on terms not inconsistent with this Section 2.17. Any Extension of the Revolving Commitments shall require the consent of any LC Issuer and the Swing Line Lender. Notwithstanding the conversion of any Existing Revolving Commitment Class into an Extended Revolving Credit Commitment, such Extended Revolving Credit Commitment shall be treated identically to the Existing Revolving Commitment Class of the applicable Extension Series for purposes of the obligations of a Revolving Lender in respect of Swing Loans under Section 2.04 and Letters of Credit under Section 2.05, except that the applicable Extension Amendment may provide that the Swing Line Maturity Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swing Loans and issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment[[SunTrustTruist Bank:Organization]] so long as the applicable Swing Line Lender and/or the applicable LC Issuer, as applicable, have consented to such Extensions (it being understood that no consent of any other Lender shall be required in connection with any such Extension[[SunTrustTruist Bank:Organization]].
Commitments or Extended Revolving Credit Loans (each as defined below) that are more favorable to the lenders or the agent of such Extended Revolving Credit Commitments or Extended Revolving Credit Loans than those contained in the Loan Documents and are then conformed (or added) to the Loan Documents for the benefit of the Revolving Lenders or, as applicable, the Administrative Agent pursuant to the applicable Extension Amendment, and # any covenant or other provision applicable only to periods after the Latest Revolving Credit Termination Date (as determined as of the date of such Extension), the Revolving Credit Commitment of any Lender who agrees to an extension with respect to such Commitment (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Credit Loans”), and the related outstandings, shall constitute a revolving commitment (or related outstandings, as the case may be) with substantially consistent terms (or terms not less favorable to existing Lenders) as the Class of Revolving Credit Commitments subject to the relevant Extension Offer (and related outstandings) provided hereunder; provided that to the extent more than one Class of Revolving Credit Commitments exists after giving effect to any such Extension, # the borrowing and repayment (except for # payments of interest and fees at different rates applicable to the Revolving Credit Commitments (and related outstandings), # repayments required upon the maturity date of any Revolving Credit Commitments and # repayments made in connection with a permanent repayment and termination of Revolving Credit Commitments after the effective date of such Extended Revolving Credit Commitments) shall be made on a pro rata basis with all other Revolving Credit Commitments and # any permanent repayment of Revolving Loans with respect to, and reduction or termination of Revolving Credit Commitments after the effective date of such Extended Revolving Credit Commitments shall be made with respect to such Extended Revolving Credit Loans on a pro rata basis or less than pro rata basis with all other Revolving Credit Loans;
The Company may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity date of any Class of Term Loans and/or Revolving Credit Commitments to the extended maturity date specified in such notice. Such notice shall # set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to the Extension (which shall be a minimum amount of $5,000,000 and minimum increments of $1,000,000), # set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and # identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Company. If the aggregate principal amount of Revolving Credit Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans, as applicable, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans, as applicable, of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer.
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