Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment. (b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15, may not be reinstated. (c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Five Million Dollars ($25,000,000) per request and not more than Four Hundred Million Dollars ($400,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine Hundred Million Dollars ($900,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Urban Edge Properties), Revolving Credit Agreement (Urban Edge Properties)
Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); .
(b) If Borrower does not make Loan Borrowings in the minimum amounts and by the applicable dates required for compliance with clauses (i) and (4ii) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the proviso to Section 2.01(b), then Borrower is terminating the Total Loan Commitments in full. A reduction shall be deemed to have elected to terminate a portion of the unused Loan Commitments in the amount necessary to cause compliance with the minimum Loan Borrowings required by Section 2.01(b) (for example, if Borrower has made only $250,000,000 of Loan Borrowings by April 29, 2016, then the unused Total Loan Commitments shall be reduced from $500,000,000 to $250,000,000 on such date so that Borrower will be in compliance with clause (ii) of the proviso to Section 2.01(b)). If requested by the Administrative Agent, Borrower shall deliver to the Administrative Agent those notices required by Section 2.16(a) that are necessary to effectuate the reductions in the unused Loan Commitments described in the preceding sentence. Solely for purposes of determining whether Borrower is deemed pursuant to this Section 2.15 shall not effect 2.16(b) to have elected to terminate a reduction in portion of the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments due to Borrower’s failure to make Loan Borrowings in the minimum amounts required by Section 2.01(b), Borrower shall be deemed to have been reduced made Loan Borrowings to an amount equal the extent of any Defaulting Lender’s failure to or less than the Swingline Commitmentfund Loan Borrowings requested by Borrower in accordance with this Agreement.
(bc) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(ci) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, BorrowerThe Borrower may, by written notice to the Administrative AgentAgent on one or more occasions on or after the Effective Date, may elect to request on up to four (4) occasions during the term increase of this Agreement that the Total Loan Commitment be increased or the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), by an aggregate amount not less than Twenty-of Five Million Dollars ($25,000,000) per request and not more than Four Hundred Million Dollars ($400,000,000500,000,000) that would result in the sum of the Total Loan Commitment plus all New Term Loan Commitments not exceeding One Billion Two Hundred Fifty Million Dollars ($1,250,000,000) in the aggregate (each such that amount in addition to the Total Loan Commitment after as of the Effective Date, a “Facility Increase” and the maximum aggregate increase, the “Maximum Increase Amount”) and not less than $25,000,000 per request (or such increase lesser amount which shall never exceed Nine Hundred Million Dollars be approved by Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount and the sum of all such Facility Increases obtained prior to such date), and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify ($900,000,000))A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Facility Increase shall be effective and (B) the identity of each Bank or other Person that is a Qualified Institution (each other Qualified Institution which agrees to provide all or a portion of such Facility Increase and which is not already a Bank being referred to herein as a “New Term Loan Lender”) to which the Borrower proposes any portion of such Facility Increase be allocated and the amounts of such allocations; provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is or other Qualified Institution approached to provide all or a party to this Agreement prior to such request for increaseportion of a Facility Increase may elect or decline, at in its sole discretion, may elect to increase its provide such Facility Increase and the Administrative Agent shall have the right to approve any New Term Loan Commitment but shall Lender, which approval will not have any obligation be unreasonably withheld or delayed. Any Bank that fails to so increase its Loan Commitment and (c) such respond to a request for a Facility Increase shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents deemed to have elected to not provide such Facility Increase.
(ii) Such Facility Increase shall be true and correct in all material respects on and become effective as of such Increased Amount Date, subject to the date satisfaction of each of the requested increase in the Total Loan Commitments following conditions precedent:
(except in those cases where A) no Default or Event of Default shall exist on such representation Increased Amount Date before or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increaseFacility Increase;
(B) the Facility Increase shall be effected pursuant to one or more joinder agreements in form and substance reasonably satisfactory to, and other changes executed and delivered by, the Borrower, the Banks providing the Facility Increase and the Administrative Agent, each of which shall be made recorded in the Register, and any New Term Loan Lender shall become a Bank hereunder;
(C) the Borrower shall deliver or cause to be delivered any promissory notes, certificates, legal opinions, resolutions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, consistent with those delivered on the Effective Date under Section 4.01; and
(D) the Borrower shall have paid, pursuant to separate agreements between the Borrower and the Administrative Agent, the arranger for the Facility Increase and/or the Banks providing such Facility Increase, (A) all reasonable costs and expenses incurred by the Administrative Agent in connection with the applicable Facility Increase and (B) any fees that the Borrower has agreed to pay to the Loan Documents as may be necessary to reflect arranger for the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of Facility Increase and/or the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any providing such increase Facility Increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of connection with such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunderFacility Increase.
Appears in 2 contracts
Samples: Term Loan Agreement (Vornado Realty Trust), Term Loan Agreement (Vornado Realty Lp)
Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16(a) shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four Five Hundred Million Dollars ($400,000,000500,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine One Billion Seven Hundred Fifty Million Dollars ($900,000,0001,750,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment Commitment, and (c) such request in the event that each Bank does not elect to increase its Loan Commitment, the Lead Arrangers shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of use commercially reasonable efforts to locate additional Qualified Institutions willing to hold commitments for the requested increase in increase, and Borrower may also identify additional Qualified Institutions willing to hold commitments for the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). requested increase; provided however that Administrative Agent, in consultation with Borrowerthe Swingline Lender and each Fronting Bank shall have the right to approve any such additional Qualified Institutions, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to which approval will not be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lendersunreasonably withheld or delayed. In the event that existing Banks or Persons that will become Banks Qualified Institutions commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c2.16(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers Arranger and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c2.16(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Trust)
Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Five Million Dollars ($25,000,000) per request and not more than Four Two Hundred Million Dollars ($400,000,000200,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine Hundred Million One Billion Dollars ($900,000,0001,000,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Urban Edge Properties LP)
Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15terminated, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four Five Hundred Million Dollars ($400,000,000500,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine One Billion Seven Hundred Fifty Million Dollars ($900,000,0001,750,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”Commitment, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.and
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that (A) the Total Loan Commitment be increased (the “New Ratable Commitments”) or (B) new term loan commitments be established (the “New Term Commitments”, and together with the New Ratable Commitments, the “Incremental Commitments”) by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request for any Incremental Commitment and not more than Four Seven Hundred and Fifty Million Dollars ($400,000,000750,000,000) in the aggregate for all Incremental Commitments (such that the sum of the Total Loan Commitment plus the initial amount of all New Term Loans (as defined below) made pursuant to the New Term Commitments after such increase Incremental Commitments shall never exceed Nine Hundred Million Two Billion Dollars ($900,000,0002,000,000,000) less any voluntary reductions in the Loan Commitments pursuant to Section 2.16(a)); provided that for any such request for an Incremental Commitment (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, request and (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons do not elect to provide such Incremental Commitment, the Lead Arrangers shall use commercially reasonable efforts to locate additional Qualified Institutions willing to hold the requested Incremental Commitment, and Borrower may also identify additional Qualified Institutions willing to hold the requested Incremental Commitment; provided however that will become Banks commit Administrative Agent and each Fronting Bank (in the case of a New Ratable Commitment) shall have the right to approve any such increaseadditional Qualified Institutions, which approval will not be unreasonably withheld or delayed. If (x) existing or new Banks are willing to provide such New Ratable Commitments, the Total Loan Commitment may be increased from time to time by the addition of a new Bank or the increase of the Loan Commitment of an existing Bank (each, a “New Ratable Bank”, and the Loan Commitments of the committed loans made pursuant to any New Ratable Commitment being referred to herein as “New Ratable Loans”) or (y) Banks shall be increasedare willing to provide such New Term Commitments, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall term loans may be made hereunder (the “New Term Loans”) by such Xxxxx (each, a “New Term Bank”). No Bank shall have any obligation to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon provide any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunderIncremental Commitment.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15terminated, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four Two Hundred Fifty Million Dollars ($400,000,000250,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine One Billion Two Hundred Fifty Million Dollars ($900,000,0001,250,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment Commitment, and (c) such request in the event that each Bank does not elect to increase its Loan Commitment, the Lead Arrangers shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of use commercially reasonable efforts to locate additional Qualified Institutions willing to hold commitments for the requested increase in increase, and Borrower may also identify additional Qualified Institutions willing to hold commitments for the Total Loan Commitments (except in those cases where requested increase; provided however that Administrative Agent shall have the right to approve any such representation additional Qualified Institutions, which approval will not be unreasonably withheld or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lendersdelayed. In the event that existing Banks or Persons that will become Banks Qualified Institutions commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks Lenders shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c2.16(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers Arranger and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c2.16(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(ci) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that (A) the Total Loan Commitment be increased (the “New Ratable Commitments”) or (B) new term loan commitments be established (the “New Term Commitments”, and together with the New Ratable Commitments, the “Incremental Commitments”) by an amount not less than TwentyTen Million Dollars ($10,000,000) per request for any Incremental Commitment and not more than Eight Hundred and Thirty-Five Million Dollars ($25,000,000835,000,000) per request and not more than Four in the aggregate for all Incremental Commitments (such that the sum of the Total Loan Commitment plus the initial amount of all New Term Loans (as defined below) made pursuant to the New Term Commitments after such Incremental Commitments shall never exceed One Billion Seven Hundred Fifty Million Dollars ($400,000,0001,750,000,000) less any voluntary reductions in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine Hundred Million Dollars ($900,000,000Commitments pursuant to Section 2.16(a)); provided that for any such request (a) the Borrower shall not have delivered for an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Incremental Commitment but shall not have any obligation to so increase its Loan Commitment and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons do not elect to provide such Incremental Commitment, the Lead Arrangers shall use commercially reasonable efforts to locate additional Qualified Institutions willing to hold the requested Incremental Commitment, and Xxxxxxxx may also identify additional Qualified Institutions willing to hold the requested Incremental Commitment; provided however that will become Banks commit Administrative Agent and each Fronting Bank (in the case of a New Ratable Commitment) shall have the right to approve any such increaseadditional Qualified Institutions, which approval will not be unreasonably withheld or delayed. If (x) existing or new Banks are willing to provide such New Ratable Commitments, the Total Loan Commitment may be increased from time to time by the addition of a new Bank or the increase of the Loan Commitment of an existing Bank (each, a “New Ratable Bank”, and the Loan loans made pursuant to any New Ratable Commitment being referred to herein as “New Ratable Loans”) or (y) Banks are willing to provide such New Term Commitments, term loans may be made hereunder (the “New Term Loans”) by such Xxxxx (each, a “New Term Bank”). No Bank shall have any obligation to provide any Incremental Commitment.
(ii) Any Incremental Commitments of the committed Banks hereunder shall be increasedevidenced by the execution and delivery of an amendment to this Agreement by the Borrower, the Pro Rata Shares Administrative Agent, the Fronting Banks (in the case of New Ratable Commitments) and the New Ratable Banks or New Term Banks, as applicable, providing such Incremental Commitments, a copy of which shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary forwarded to effect the reallocation of the Ratable Loans so that the Ratable Loans are held each Bank by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.the
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(c1) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that (A) the Total Loan Commitment be increased (the “New Ratable Commitments”) or (B) new term loan commitments be established (the “New Term Commitments”, and together with the New Ratable Commitments, the “Incremental Commitments”) by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request for any Incremental Commitment and not more than Four Five Hundred Million Dollars ($400,000,000500,000,000) in the aggregate for all Incremental Commitments (such that the sum of the Total Loan Commitment plus the initial amount of all New Term Loans (as defined below) made pursuant to the New Term Commitments after such increase Incremental Commitments shall never exceed Nine Hundred Million Two Billion Dollars ($900,000,0002,000,000,000) less any voluntary reductions in the Loan Commitments pursuant to Section 2.16(a)); provided that for any such request for an Incremental Commitment (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increasean Incremental Commitment, at its sole discretion, may elect to increase its Loan provide all or a portion of such Incremental Commitment but shall not have any obligation to so increase its Loan Commitment provide any Incremental Commitment, and (c) such request shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of the requested increase in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons do not elect to provide such Incremental Commitment, the Lead Arrangers shall use commercially reasonable efforts to locate additional Qualified Institutions willing to hold the requested Incremental Commitment, and Borrower may also identify additional Qualified Institutions willing to hold the requested Incremental Commitment; provided however that will become Banks commit Administrative Agent and each Fronting Bank (in the case of a New Ratable Commitment) shall have the right to approve any such increaseadditional Qualified Institutions, which approval will not be unreasonably withheld or delayed. If (x) existing or new Banks are willing to provide such New Ratable Commitments, the Total Loan Commitment may be increased from time to time by the addition of a new Bank or the increase of the Loan Commitment of an existing Bank (each, a “New Ratable Bank”, and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be loans made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan New Ratable Commitment shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(cbeing referred to herein as “New Ratable Loans”) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.or
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15terminated, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four One Hundred Fifty Million Dollars ($400,000,000150,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine One Billion Four Hundred Million Dollars ($900,000,0001,400,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment Commitment, and (c) such request in the event that each Bank does not elect to increase its Loan Commitment, the Lead Arrangers shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of use commercially reasonable efforts to locate additional Qualified Institutions willing to hold commitments for the requested increase in increase, and Borrower may also identify additional Qualified Institutions willing to hold commitments for the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). requested increase; provided however that Administrative Agent, in consultation with Borrowerthe Swingline Lender and each Fronting Bank shall have the right to approve any such additional Qualified Institutions, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to which approval will not be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lendersunreasonably withheld or delayed. In the event that existing Banks or Persons that will become Banks Qualified Institutions commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c2.16(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers Arranger and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c2.16(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(ci) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that (A) the Total Loan Commitment be increased (the “New Ratable Commitments”) or (B) new term loan commitments be established (the “New Term Commitments”, and together with the New Ratable Commitments, the “Incremental Commitments”) by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request for any Incremental Commitment and not more than Four Seven Hundred Fifty Million Dollars ($400,000,000750,000,000) in the aggregate for all Incremental Commitments (such that the sum of the Total Loan Commitment plus the initial amount of all New Term Loans (as defined below) made pursuant to the New Term Commitments after such increase Incremental Commitments shall never exceed Nine Hundred Million Two Billion Dollars ($900,000,0002,000,000,000) less any voluntary reductions in the Loan Commitments pursuant to Section 2.16(a)); provided that for any such request for an Incremental Commitment (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, request and (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may in the event that existing Banks do not elect to increase its provide such Incremental Commitment, the Lead Arrangers shall use commercially reasonable efforts to locate additional Qualified Institutions willing to hold the requested Incremental Commitment, and Borrower may also identify additional Qualified Institutions willing to hold the requested Incremental Commitment; provided however that Administrative Agent and each Fronting Bank (in the case of a New Ratable Commitment) shall have the right to approve any such additional Qualified Institutions, which approval will not be unreasonably withheld or delayed. If (x) existing or new Banks are willing to provide such New Ratable Commitments, the Total Loan Commitment but may be increased from time to time by the addition of a new Bank or the increase of the Loan Commitment of an existing Bank (each, a “New Ratable Bank”, and the loans made pursuant to any New Ratable Commitment being referred to herein as “New Ratable Loans”) or (y) Banks are willing to provide such New Term Commitments, term loans may be made hereunder (the “New Term Loans”) by such Banks (each, a “New Term Bank”). No Bank shall not have any obligation to so increase its Loan Commitment and provide any Incremental Commitment.
(cii) such request Any Incremental Commitments hereunder shall be accompanied evidenced by the execution and delivery of an amendment to this Agreement by the Borrower, the Administrative Agent, the Fronting Banks (in the case of New Ratable Commitments) and the New Ratable Banks or New Term Banks, as applicable, providing such Incremental Commitments, a certificate from copy of which shall be forwarded to each Bank by the Borrower confirming that Administrative Agent promptly after execution thereof. Each such amendment executed in connection with an Incremental Commitment hereunder may, without the representations and warranties consent of Borrower and each any other Loan Party contained in Banks, effect such amendments to this Agreement and the other Loan Documents shall as may be true and correct in all material respects on and as of the date of the requested increase necessary or appropriate, in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). good faith judgment of Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation provisions of this Section 2.16(c), subject to approval by the Borrower and the New Ratable Banks or New Term Banks, as applicable, including without limitation to (x) include the New Ratable Banks and/or New Term Banks as “Banks” hereunder, (y) to include the New Ratable Loans so that and New Term Loans as “Loans” hereunder, and (z) to include the New Ratable Loans are held by the Banks in accordance with and their Pro Rata Shares after giving effect and/or the New Term Banks and their New Term Loans for purposes of the definition of “Required Banks”; provided however, that any amendments to such increaseArticles V through IX, inclusive, and other changes shall be made Section 12.02 that adversely affect a Bank or any amendment to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to provisions of this Section 2.15(c), in each case without the consent of the Banks Agreement other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment effecting this Section 2.16(c) shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this subject to Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder12.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline CommitmentCommitments, to the extent terminated pursuant to this Section 2.152.16, may not be reinstated.
(ci) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that (A) the Total Loan Commitment be increased (the “New Ratable Commitments”) or (B) new term loan commitments be established (the “New Term Commitments”, and together with the New Ratable Commitments, the “Incremental Commitments”) by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request for any Incremental Commitment and not more than Four Five Hundred Million Dollars ($400,000,000500,000,000) in the aggregate for all Incremental Commitments (such that the sum of the Total Loan Commitment plus the amount of all loans made pursuant to the New Term Commitments after such increase Incremental Commitments shall never exceed Nine One Billion Seven Hundred Fifty Million Dollars ($900,000,0001,750,000,000) less any voluntary reductions in the Loan Commitments pursuant to Section 2.16(a)); provided that for any such request for an Incremental Commitment (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increasean Incremental Commitment, at its sole discretion, may elect to increase its Loan provide such Incremental Commitment but shall not have any obligation to so increase its Loan Commitment provide any Incremental Commitment, and (c) in the event that each Bank does not elect to provide such request Incremental Commitment, the Lead Arrangers shall use commercially reasonable efforts to locate additional Qualified Institutions willing to hold the requested Incremental Commitment, and Borrower may also identify additional Qualified Institutions willing to hold the requested Incremental Commitment; provided however that Administrative Agent and each Fronting Bank (in the case of a New Ratable Commitment) shall have the right to approve any such additional Qualified Institutions, which approval will not be unreasonably withheld or delayed. If (x) Banks are willing to provide such New Ratable Commitments, the Loan Commitments may be increased from time to time by the addition of a new Bank or the increase of the Loan Commitment of an existing Bank (each, a “New Ratable Bank”, and the loans made pursuant to any New Ratable Commitment being referred to herein as “New Ratable Loans”) or (y) Banks are willing to provide such New Term Commitments, term loans may be made hereunder (the “New Term Loans”) by such Banks (each, a “New Term Bank”).
(ii) Any Incremental Commitments hereunder shall be accompanied evidenced by the execution and delivery of an amendment to this Agreement by the Borrower, the Administrative Agent, the Fronting Banks (in the case of New Ratable Commitments) and the New Ratable Banks or New Term Banks, as applicable, providing such Incremental Commitments, a certificate from copy of which shall be forwarded to each Bank by the Borrower confirming that Administrative Agent promptly after execution thereof. Each such amendment executed in connection with an Incremental Commitment hereunder may, without the representations and warranties consent of Borrower and each any other Loan Party contained in Banks, effect such amendments to this Agreement and the other Loan Documents shall as may be true and correct in all material respects on and as of the date of the requested increase necessary or appropriate, in the Total Loan Commitments (except in those cases where such representation or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). good faith judgment of Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lenders. In the event that existing Banks or Persons that will become Banks commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation provisions of this Section 2.16(c), subject to approval by the Borrower and the New Ratable Banks or New Term Banks, as applicable, including without limitation to (x) include the New Ratable Banks and/or New Term Banks as “Banks” hereunder, (y) to include the New Ratable Loans so that and New Term Loans as “Loans” hereunder, and (z) to include the New Ratable Loans are held by the Banks in accordance with and their Pro Rata Shares after giving effect to such increase, and/or the New Term Banks and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request New Term Loans for an increase in the Total Loan Commitment pursuant to this Section 2.15(c), in each case without the consent purposes of the Banks definition of “Required Banks”; provided however, that any amendments to Articles V through IX, inclusive, that adversely affect a Bank or any amendment to provisions of this Agreement other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment effecting this Section 2.16(c) shall be agreed upon by the Joint Lead Arrangers and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this subject to Section 2.15(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder12.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate as a whole (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15terminated, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four Two Hundred Million Dollars ($400,000,000200,000,000) in the aggregate (such that the Total Loan Commitment after such increase shall never exceed Nine Eight Hundred Million Dollars ($900,000,000800,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment Commitment, and (c) such request in the event that each Bank does not elect to increase its Loan Commitment, the Lead Arrangers shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of use commercially reasonable efforts to locate additional Qualified Institutions willing to hold commitments for the requested increase in increase, and Borrower may also identify additional Qualified Institutions willing to hold commitments for the Total Loan Commitments (except in those cases where requested increase, provided further that Administrative Agent shall have the right to approve any such representation additional Qualified Institutions, which approval will not be unreasonably withheld or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lendersdelayed. In the event that existing Banks or Persons that will become Banks Qualified Institutions commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks Lenders shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c2.16(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers Arranger and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c2.16(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
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Changes of Loan Commitments. (a) At any time, Borrower shall have the right, without premium or penalty, to terminate any unused Loan Commitments existing as of the date of such termination, in whole or in part, from time to time, provided that: (1) Borrower shall give notice of each such termination to Administrative Agent (which shall promptly notify each of the Banks) no later than 10:00 a.m. (New York time) on the date which is three (3) Banking Days prior to the effectiveness of such termination; (2) the Loan Commitments of each of the Banks must be terminated (and, and in the case of a partial termination, on a pro rata basis) (taking into account, however, Section 2.02(h)) and simultaneously with those of the other Banks; and (3) each partial termination of the Loan Commitments in the aggregate (and corresponding reduction of the Total Loan Commitment) shall be in an integral multiple of One Million Dollars ($1,000,000); and (4) Borrower may not reduce the aggregate amount of the Loan Commitments below One Hundred Twenty-Five Million Dollars ($125,000,000) unless the Borrower is terminating the Total Loan Commitments in full. A reduction of the unused Loan Commitments pursuant to this Section 2.15 2.16 shall not effect a reduction in the Swingline Commitment (unless so elected by the Borrower) until the aggregate unused Loan Commitments have been reduced to an amount equal to or less than the Swingline Commitment.
(b) The Loan Commitments and the Swingline Commitment, to the extent terminated pursuant to this Section 2.15terminated, may not be reinstated.
(c) Unless a Default under Section 9.01(1) or 9.01(5) or an Event of Default has occurred and is continuing, Borrower, by written notice to Administrative Agent, may request on up to four (4) occasions during the term of this Agreement that the Total Loan Commitment be increased by an amount not less than Twenty-Twenty Five Million Dollars ($25,000,000) per request and not more than Four Hundred Ninety Million Dollars ($400,000,000490,000,000) in the aggregate (provided, however, that such amount may be increased, dollar for dollar, by the amount of any Affected Bank's Loan Commitment that Borrower shall terminate in accordance with Section 3.07) (such that the Total Loan Commitment after such increase increases shall never exceed Nine Hundred Million Two Billion Dollars ($900,000,0002,000,000,000)); provided that for any such request (a) the Borrower shall not have delivered an Extension Notice prior to, or simultaneously with, such request, (b) any Bank which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Loan Commitment but shall not have any obligation to so increase its Loan Commitment Commitment, and (c) such request in the event that each Bank does not elect to increase its Loan Commitment, the Lead Arrangers shall be accompanied by a certificate from the Borrower confirming that the representations and warranties of Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of use commercially reasonable efforts to locate additional Qualified Institutions willing to hold commitments for the requested increase in increase, and Borrower may also identify additional Qualified Institutions willing to hold commitments for the Total Loan Commitments (except in those cases where requested increase; provided however that Administrative Agent shall have the right to approve any such representation additional Qualified Institutions, which approval will not be unreasonably withheld or warranty expressly relates to an earlier date or is qualified as to “materiality”, “Material Adverse Change” or similar language (which shall be true and correct in all respects as qualified therein) and except for changes in factual circumstances permitted hereunder). Administrative Agent, in consultation with Borrower, shall manage all aspects of the syndication of such increase in the Total Loan Commitments, including decisions as to the selection of the existing Banks and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Total Loan Commitments among such existing Banks and/or other banks, financial institutions and other institutional lendersdelayed. In the event that existing Banks or Persons that will become Banks Qualified Institutions commit to any such increase, the Total Loan Commitment and the Loan Commitments of the committed Banks shall be increased, the Pro Rata Shares of the Banks Lenders shall be adjusted, new Notes shall be issued, Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Ratable Loans so that the Ratable Loans are held by the Banks in accordance with their Pro Rata Shares after giving effect to such increase, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Banks have agreed to increase their respective Loan Commitments or make new Loan Commitments in response to the Borrower’s request for an increase in the Total Loan Commitment pursuant to this Section 2.15(c2.16(c), in each case without the consent of the Banks other than those Banks increasing their Loan Commitments. The fees payable by Borrower upon any such increase in the Total Loan Commitment shall be agreed upon by the Joint Lead Arrangers Arranger and Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.15(c2.16(c) shall constitute or be deemed to constitute an agreement by any Bank to increase its Loan Commitment hereunder.
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