Common use of Extended Term Loans and Extended Revolving Credit Commitments Clause in Contracts

Extended Term Loans and Extended Revolving Credit Commitments. (a) The Administrative Borrower may, at any time and from time to time, request that all or a portion of the Term Loan be amended to extend the scheduled maturity date (a “Term Loan Extension”) with respect to all or a portion of any principal amount of the applicable Term Loan (any such Term Loan or portion thereof that has been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.11 without the consent of any Lender other than the extending Lender(s). In order to establish any Extended Term Loan, the Administrative Borrower shall provide a notice to the Collateral Agent (who shall provide a copy of such notice to each Term Loan Lender and the Administrative Agent) (a “Term Loan Extension Request”), (i) certifying that no Default or Event of Default then exists, (ii) certifying that both before and after giving effect to such Term Loan Extension, each of the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the proposed effective date for the Term Loan Extension to the same extent as though made on and as of that date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition, (iii) the Administrative Borrower shall have offered to all Term Loan Lenders the opportunity to participate in such Term Loan Extension on a pro rata basis with respect to the corresponding Term Loan and on the same terms and conditions to each such Term Loan Lender, and any applicable Lender may elect to agree or to decline, in its sole discretion, and (iv) setting forth the proposed terms of the Extended Term Loans to be established, which (x) shall be identical as offered to each Term Loan Lender, (including as to the proposed interest rates and fees payable) and offered pro rata to each Term Loan Lender, and (y) shall specify the date on which the Administrative Borrower proposes that the Term Loan Extension shall be effective and the proposed final maturity date of the Extended Term Loan, except that: (A) all or any of the scheduled amortization payments of principal of the Extended Term Loan may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans, to the extent provided in the applicable Extension Amendment; (B) repayments of principal of the Extended Term Loan may be delayed to dates occurring after the Final Maturity Date; (C) the effective yield with respect to the Extended Term Loan (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for the Term Loan, to the extent provided in the applicable Extension Amendment; provided that if at the time of the effectiveness of any Extension Amendment, if the effective yield in respect of such new Extended Term Loan shall at any time (over the life of such Extended Term Loan) exceed by more than 0.50% the effective yield on the then outstanding Term Loan, the margin applicable to all existing Term Loans shall be increased to the extent necessary so that at all times thereafter the holders of the Term Loan do not receive less than the effective yield with respect to such Extended Term Loan less 0.50%; (D) the Extension Amendment may provide for other covenants and terms that apply only after the Final Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loan); (E) Extended Term Loans may have mandatory prepayment terms that provide for the application of proceeds from mandatory prepayment events to be made first to prepay the applicable Term Loans before applying any such proceeds to prepay such Extended Term Loans; and (F) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow the applicable Term Loan to be optionally prepaid prior to the prepayment of such Extended Term Loan) as may be agreed by the applicable Administrative Borrower and the Lenders; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the corresponding Term Loan is Paid in Full, unless such optional prepayment is accompanied by a pro rata optional prepayment of the corresponding Term Loan. (b) Notwithstanding anything to the contrary, (i) in no event shall the final maturity date of any Extended Term Loan at the time of establishment thereof be earlier than the Final Maturity Date, (ii) the weighted average life to maturity of any Extended Term Loan at the time of establishment thereof shall be no shorter than the remaining weighted average life to maturity of the corresponding Term Loan, and (iii) any Extended Term Loan may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension Request. (c) The Administrative Borrower may, at any time and from time to time, request that all or a portion of the Revolving Credit Commitments be amended to extend the scheduled maturity date (a “Revolving Credit Extension”) with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.11 without the consent of any Lender other than the extending Lender(s). In order to establish any Extended Revolving Credit Commitments, the Administrative Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each Revolving Loan Lender and the Collateral Agent) (each, a “Revolver Extension Request”; together with a Term Loan Extension Request, each an “Extension Request”), (i) certifying that no Default or Event of Default then exists, (ii) certifying that both before and after giving effect to such Revolving Credit Extension, each of the representations and warranties contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the proposed effective date for the Revolving Credit Extension to the same extent as though made on and as of that date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition and in no event shall such materiality qualifier be applicable with respect to the representations set forth in the final sentence of Section 6.01(g)(i), (iii) the Administrative Borrower shall have offered to all Revolving Loan Lenders the opportunity to participate in such Revolving Credit Extension on a pro rata basis with respect to the Revolving Credit Commitments and on the same terms and conditions to each such Revolving Loan Lender, and any Revolving Loan Lender may elect to agree or to decline, in its sole discretion, and (iv) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which (x) shall be identical as offered to each Revolving Loan Lender (including as to the proposed interest rates and fees payable) and offered pro rata to each Revolving Loan Lender and (y) shall specify the date on which the Administrative Borrower proposes that the Revolving Credit Extension shall be effective and the proposed final maturity date of the Extended Revolving Credit Commitment, except that: