Common use of Additional Action by Administrative Agent Clause in Contracts

Additional Action by Administrative Agent. In the case of any Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, that are designated as being in the same Class as any existing Term Loans or any existing Revolving Credit Commitments (and the Revolving Credit Loans thereunder), as applicable, each of the parties hereto hereby agrees that the Administrative Agent, and the L/C Issuers, in the case of any such Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that all such Incremental Term Loans and such Incremental Revolving Credit Loans, as applicable, when originally made, are included in each Borrowing of the applicable outstanding Term Loans or applicable Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished by requiring that the applicable Term Loans or applicable Revolving Credit Loans, as the case may be, included in any applicable outstanding Term Borrowing or any applicable outstanding Revolving Credit Borrowing, as applicable, to be converted into Alternate Base Rate Loans on the date of each such Incremental Term Loan or such Incremental Revolving Credit Loan, as applicable, or by allocating a portion of each such Incremental Term Loan or such Revolving Credit Loan, as applicable, to each applicable outstanding Term Borrowing or applicable outstanding Revolving Credit Borrowing, as applicable, comprised of Eurodollar Rate Loans on a pro rata basis. Any conversion of Loans from Eurodollar Rate Loans to Alternate Base Rate Loans required by the preceding sentence shall be subject to Section 3.05. If any Incremental Loan is to be allocated to an existing Interest Period for a Borrowing comprised of Eurodollar Rate Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in an amendment pursuant to Section 2.14(e). In addition, to the extent any Incremental Term Loans have the same amortization as existing Term Loans, the scheduled amortization payments under Section 2.07 required to be made after the making of such Incremental Term Loans shall be ratably increased by the amount of the amortization payments with respect to such Incremental Term Loans. Notwithstanding anything in this Agreement to the contrary, (i) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) that will be designated as a separate Class of Commitments and Loans hereunder shall be made on a pro rata basis with any borrowings and repayments of other Revolving Credit Commitments hereunder (and the Incremental Revolving Credit Loans thereunder) (the mechanics for which may be implemented through the applicable Incremental Commitment Amendment and may include technical changes related to the borrowing and repayment procedures of the existing Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), (ii) assignments and participations of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) shall be governed by the assignment and participation provisions set forth in Section 10.06 and (iii) permanent repayments of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) that will be designated as a separate Class of Commitments and Loans hereunder shall be permitted as agreed between the Borrower and the Lenders thereof.

Additional Action by Administrative Agent. In the case of any Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, that are designated as being in the same Class as any existing Term Loans or any existing Revolving Credit Commitments (and the Revolving Credit Loans thereunder), as applicable, each of the parties hereto hereby agrees that the Administrative Agent, and the L/C Issuers, in the case of any such Incremental Term Loans or Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), as applicable, may, in consultation with the BorrowerBorrowers, take any and all action as may be reasonably necessary to ensure that all such Incremental Term Loans and such Incremental Revolving Credit Loans, as applicable, when originally made, are included in each Borrowing of the applicable outstanding Term Loans or applicable Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished by requiring that the applicable Term Loans or applicable Revolving Credit Loans, as the case may be, included in any applicable outstanding Term Borrowing or any applicable outstanding Revolving Credit Borrowing, as applicable, to be converted into Alternate Base Rate Loans on the date of each such Incremental Term Loan or such Incremental Revolving Credit Loan, as applicable, or by allocating a portion of each such Incremental Term Loan or such Revolving Credit Loan, as applicable, to each applicable outstanding Term Borrowing or applicable outstanding Revolving Credit Borrowing, as applicable, comprised of Eurodollar Rate Loans on a pro rata basis. Any conversion of Loans from Eurodollar Rate Loans to Alternate Base Rate Loans required by the preceding sentence shall be subject to Section 3.05. If any Incremental Loan is to be allocated to an existing Interest Period for a Borrowing comprised of Eurodollar Rate Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in an amendment pursuant to Section 2.14(e). In addition, to the extent any Incremental Term Loans have the same amortization as existing Term Loans, the scheduled amortization payments under Section 2.07 required to be made after the making of such Incremental Term Loans shall be ratably increased by the amount of the amortization payments with respect to such Incremental Term Loans. Notwithstanding anything in this Agreement to the contrary, (i) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments) of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) that will be designated as a separate Class of Commitments and Loans hereunder shall be made on a pro rata basis with any borrowings and repayments of other Revolving Credit Commitments hereunder (and the Incremental Revolving Credit Loans thereunder) (the mechanics for which may be implemented through the applicable Incremental Commitment Amendment and may include technical changes related to the borrowing and repayment procedures of the existing Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder), (ii) assignments and participations of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) shall be governed by the assignment and participation provisions set forth in Section 10.06 and (iii) permanent repayments of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans thereunder) that will be designated as a separate Class of Commitments and Loans hereunder shall be permitted as agreed between the Borrower Borrowers and the Lenders thereof.