Extensions of Advances and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.20, the Borrower may from time to time extend the maturity date, and otherwise modify the terms of any Class, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Advances and/or Commitments applicable to such Class, or any portion thereof (and related outstandings) and/or modifying the amortization schedule in respect of Term Advances or Extended Term Advances (or any portion thereof) of any such Class) (each, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Advances and unfunded Commitments of such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days prior to the Termination Date of the applicable Class or Classes to be extended of the requested new Termination Date for such Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension and shall be a new Class hereunder. 76 Amended and Restated KCSR Credit Agreement (b) Each Extension shall be subject to the following: (i) no Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders and at the time of such Extension; (ii) except as to utilization fees, unused fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender extended pursuant to an Extension (an “Extended Revolving Credit Commitment”, which term shall include, without limitation, any Extended Revolving Credit Commitment (or portion thereof) that is further extended pursuant to an Extension under this Section 2.20), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and any prior Extended Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.04(c) and 2.04(d) to the extent dealing with Swing Line Advances and Letters of Credit which mature or expire after an applicable Termination Date when there exist Extended Revolving Credit Commitments with a longer applicable Termination Date, all Swing Line Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and/or Extended Revolving Credit Commitments in accordance with their Pro Rata Shares and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon any applicable Termination Date of any Class of Revolving Credit Commitments or Extended Revolving Credit Commitments) and (B) at no time shall there more than two (2) different Classes of Revolving Credit Commitments; (iii) except as to interest rates, fees, amortization, final maturity date, required prepayment dates and Incremental Facilities under Section 2.18 (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Advances, or Extended Term Advances, of any Term Lender extended pursuant to any Extension shall have the same terms as the Class of Term Advances or Extended Term Advances subject to such Extension Offer; provided that at no time shall there be more than four (4) different Classes of Term Advances; (iv) the final maturity date of any Term Advances of a Class to be extended in such Extension shall be later than the applicable Termination Date of such Class and the weighted average life to maturity of any Term Advances of a Class to be extended in such Extension shall be longer than the weighted average life to maturity of such Class; (v) if the aggregate principal amount of Term Advances or Extended Term Advances (calculated on the face amount thereof) or Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably (based upon the respective Class) up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; 77 Amended and Restated KCSR Credit Agreement (vi) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vii) any applicable Minimum Extension Condition shall be satisfied; and (viii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.02 shall be satisfied (with all references in such Section to the making of an Advance being deemed to be references to the Extension on the applicable date of such Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an officer of the Borrower. (c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05, 2.06, 2.13 or 9.05, (ii) each Extension Offer is required to contain a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) in the case of any Extension Offer of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered and (iii) in the case of an Extension Offer with respect to Revolving Credit Commitments or Extended Revolving Credit Commitments, if the amount extended is less than the Letter of Credit Facility, such Letter of Credit Facility shall be reduced upon the date that is five (5) Business Days prior to the applicable Termination Date of the Class being extended (to the extent needed so that such Letter of Credit Facility does not exceed the aggregate Revolving Credit Commitment which would be in effect after such applicable Termination Date), and, if applicable, the Borrower shall Cash Collateralize any issued Letters of Credit. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Advances and/or Extended Revolving Credit Commitments on the terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.06, 2.08 or 7.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new Classes or sub-Classes in respect of Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended and such technical amendments as may be necessary in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.20 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any 78 Amended and Restated KCSR Credit Agreement Mortgage that has a maturity date prior to the then latest applicable Termination Date so that such maturity date is extended to the then latest applicable Termination Date (or such later date as may be advised by local counsel to the Administrative Agent). (e) In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20.
Appears in 1 contract
Extensions of Advances and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.20, the Borrower may from time to time extend the maturity date, and otherwise modify the terms of any Class, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Advances and/or Commitments applicable to such Class, or any portion thereof (and related outstandings) and/or modifying the amortization schedule in respect of Term Advances or Extended Term Advances (or any portion thereof) of any such Class) (each, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Advances and unfunded Commitments of such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days prior to the Termination Date of the applicable Class or Classes to be extended of the requested new Termination Date for such Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension and shall be a new Class hereunder. 76 Amended and Restated KCSR Credit Agreement.
(b) Each Extension shall be subject to the following:
(i) no Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders and at the time of such Extension;
(ii) except as to utilization fees, unused fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender extended pursuant to an Extension (an “Extended Revolving Credit Commitment”, which term shall include, without limitation, any Extended Revolving Credit Commitment (or portion thereof) that is further extended pursuant to an Extension under this Section 2.20), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and any prior Extended Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.04(c) and 2.04(d) to the extent dealing with Swing Line Advances and Letters of Credit which mature or expire after an applicable Termination Date when there exist Extended Revolving Credit Commitments with a longer applicable Termination Date, all Swing Line Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and/or Extended Revolving Credit Commitments in accordance with their Pro Rata Shares and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon any applicable Termination Date of any Class of Revolving Credit Commitments or Extended Revolving Credit Commitments) and (B) at no time shall there more than two (2) different Classes of Revolving Credit Commitments;
(iii) except as to interest rates, fees, amortization, final maturity date, required prepayment dates and Incremental Facilities under Section 2.18 (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Advances, or Extended Term Advances, of any Term Lender extended pursuant to any Extension shall have the same terms as the Class of Term Advances or Extended Term Advances subject to such Extension Offer; provided that at no time shall there be more than four (4) different Classes of Term AdvancesLoans;
(iv) the final maturity date of any Term Advances of a Class to be extended in such Extension shall be later than the applicable Termination Date of such Class and the weighted average life to maturity of any Term Advances of a Class to be extended in such Extension shall be longer than the weighted average life to maturity of such ClassTranche;
(v) if the aggregate principal amount of Term Advances or Extended Term Advances (calculated on the face amount thereof) or Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably (based upon the respective Class) up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; 77 Amended and Restated KCSR Credit Agreement;
(vi) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(vii) any applicable Minimum Extension Condition shall be satisfied; and
(viii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.02 shall be satisfied (with all references in such Section to the making of an Advance being deemed to be references to the Extension on the applicable date of such Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an officer of the Borrower.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05, 2.06, 2.13 or 9.05, (ii) each Extension Offer is required to contain a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) in the case of any Extension Offer of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered and (iii) in the case of an Extension Offer with respect to Revolving Credit Commitments or Extended Revolving Credit Commitments, if the amount extended is less than the Letter of Credit Facility, such Letter of Credit Facility shall be reduced upon the date that is five (5) Business Days prior to the applicable Termination Date of the Class being extended (to the extent needed so that such Letter of Credit Facility does not exceed the aggregate Revolving Credit Commitment which would be in effect after such applicable Termination Date), and, if applicable, the Borrower shall Cash Collateralize any issued Letters of Credit. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Advances and/or Extended Revolving Credit Commitments on the terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.06, 2.08 or 7.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.
(d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new Classes or sub-Classes in respect of Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended and such technical amendments as may be necessary in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.20 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any 78 Amended and Restated KCSR Credit Agreement Mortgage that has a maturity date prior to the then latest applicable Termination Date so that such maturity date is extended to the then latest applicable Termination Date (or such later date as may be advised by local counsel to the Administrative Agent).
(e) In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20.
Appears in 1 contract
Extensions of Advances and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.20, the Borrower may from time to time extend the maturity date, and otherwise modify the terms of any Class, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Advances and/or Commitments applicable to such Class, or any portion thereof (and related outstandings) and/or modifying the amortization schedule in respect of Term Advances or Extended Term Advances (or any portion thereof) of any such Class) (each, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Advances and unfunded Commitments of such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days prior to the Termination Date of the applicable Class or Classes to be extended of the requested new Termination Date for such Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class 56 wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any ExtensionExtension (x) with respect to the Revolving Credit Facility, the Revolving Credit Commitments, Commitments and Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension and shall be a new Class hereunder and (y) with respect to any other Class, the Commitments and Advances that are not subject to such Extension (the “Non-Extended Commitments and Advances”) and the Commitments and Advances that are subject to such Extension (the “Extended Commitments and Advances”) shall cease to be part of the Class they were a part of immediately prior to the Extension and shall be a new Class hereunder. 76 Amended and Restated KCSR Credit Agreement.
(b) Each Extension shall be subject to the following:
(i) no Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders and at the time of such ExtensionLenders;
(ii1) in the case of an Extension with respect to the Revolving Credit Commitments, except as to utilization fees, unused fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender extended pursuant to an Extension (an “Extended Revolving Credit Commitment”, which term shall include, without limitation, any Extended Revolving Credit Commitment (or portion thereof) that is further extended pursuant to an Extension under this Section 2.20), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and any prior Extended Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.04(c) and 2.04(d) the definition of “Issuing Bank” to the extent dealing with Swing Line Advances and Letters of Credit which mature or expire after an applicable Termination Date when there exist Extended Revolving Credit Commitments with a longer applicable Termination Date, all Swing Line Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and/or Extended Revolving Credit Commitments in accordance with their Pro Rata Shares and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon any applicable Termination Date of any Class of Revolving Credit Commitments or Extended Revolving Credit Commitments) and (B) at no time shall there more than two (2) different Classes of Revolving Credit Commitments;
Commitments and (iii2) in the case of an Extension with respect to any other Class, except as to interest rates, utilization fees, amortizationunused fees, amortization and final maturity date, required prepayment dates and Incremental Facilities under Section 2.18 (which shall be determined by any other terms and conditions applicable only after the Borrower final maturity of the Non-Extended Commitments and set forth in Advances of the relevant Extension Offer)applicable Class, the Term Advances, or Extended Term Advances, Commitments and Advances of any Term Lender extended pursuant to any Extension the applicable Class shall have the same terms as the Class of Term Non-Extended Commitments and Advances or Extended Term Advances subject to such Extension Offer; provided that at no time shall there be more than four (4) different Classes of Term Advances;
(iv) the final maturity date of any Term Advances of a Class to be extended in such Extension shall be later than the applicable Termination Date of such Class and the weighted average life to maturity of any Term Advances of a Class to be extended in such Extension shall be longer than the weighted average life to maturity of such Class;
(viii) if the aggregate principal amount of Term Advances or Extended Term Advances (calculated on the face amount thereof) or Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may beAdvances of a particular Class, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, Advances of such Class offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, Advances of such Term Class of such Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably (based upon the respective Class) up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer; 77 Amended and Restated KCSR Credit Agreement;
(viiv) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(viiv) any applicable Minimum Extension Condition shall be satisfied; and
(viiivi) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.02 shall be satisfied (with all references in such Section to the making of an Advance being deemed to be references to the Extension on the applicable date of such Extension) 57 and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an officer of the Borrower.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05, 2.06, 2.13 or 9.05, (ii) each Extension Offer is required to may contain a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) in the case of any Extension Offer of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments Advances (as applicable) of any or all applicable Classes be tendered and (iii) in if the case of an Extension Offer with respect relates to the Revolving Credit Commitments or Extended Revolving Credit Commitments, if Facility and the amount extended is less than the Letter of Credit Facility, unless the applicable Issuing Banks agree otherwise as part of such Extension, such Letter of Credit Facility shall be reduced upon the date that is five (5) Business Days prior to the applicable Termination Date of the Class being extended (to the extent needed so that such Letter of Credit Facility does not exceed the aggregate Revolving Credit Commitment which would be in effect after such applicable Termination Date), and, if applicableafter giving effect to such Extension the aggregate Available Amount of Letters of Credit exceeds the Letter of Credit Facility, the Borrower shall Cash Collateralize any issued Letters of CreditCredit to the extent of such excess. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Advances and/or Extended Revolving Credit Commitments and Extended Commitments and Advances on the terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.06, 2.08 or 7.082.13) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.
(da) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new Classes or sub-Classes in respect of Revolving Credit Commitments, Extended Revolving Credit Commitments, Term Advances Commitments or Extended Term Advances so extended and such technical amendments as may be necessary in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.20 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any 78 Amended and Restated KCSR Credit Agreement Mortgage that has a maturity date prior to the then latest applicable Termination Date so that such maturity date is extended to the then latest applicable Termination Date (or such later date as may be advised by local counsel to the Administrative Agent).
(eb) In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20.
Appears in 1 contract
Extensions of Advances and Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.20, the Borrower may from time to time extend the maturity date, and otherwise modify the terms of any Class, or any portion thereof (including, without limitation, by increasing the interest rate or fees payable in respect of any Advances and/or Commitments applicable to such Class, or any portion thereof (and related outstandings) and/or modifying the amortization schedule in respect of Term Advances or Extended Term Advances (or any portion thereof) of any such Class) (each, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.20, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Advances and unfunded Commitments of such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than thirty (30) days prior to the Termination Date of the applicable Class or Classes to be extended of the requested new Termination Date for such Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. After giving effect to any Extension, the Revolving Credit Commitments, Commitments and Extended Revolving Credit Commitments, Term Advances or Extended Term Advances so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension and shall be a new Class hereunder. 76 Amended and Restated KCSR Credit Agreement.
(b) Each Extension shall be subject to the following:
(i) no Default shall have occurred and be continuing at the time any offering document in respect of an Extension Offer is delivered to the Lenders and at the time of such ExtensionLenders;
(ii) except as to utilization fees, unused fees and final maturity, the Revolving Credit Commitment of any Revolving Credit Lender extended pursuant to an Extension (an “Extended Revolving Credit Commitment”, which term shall include, without limitation, any Extended Revolving Credit Commitment (or portion thereof) that is further extended pursuant to an Extension under this Section 2.20), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments and any prior Extended Revolving Credit Commitments (and related outstandings); provided that (A) subject to the provisions of Sections 2.04(c) and 2.04(d) the definition of “Issuing Bank” to the extent dealing with Swing Line Advances and Letters of Credit which mature or expire after an applicable Termination Date when there exist Extended Revolving Credit Commitments with a longer applicable Termination Date, all Swing Line Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments and/or Extended Revolving Credit Commitments in accordance with their Pro Rata Shares and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (y) repayments required upon any applicable Termination Date of any Class of Revolving Credit Commitments or Extended Revolving Credit Commitments) and (B) at no time shall there more than two (2) different Classes of Revolving Credit Commitments;
(iii) except as to interest rates, fees, amortization, final maturity date, required prepayment dates and Incremental Facilities under Section 2.18 (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Advances, or Extended Term Advances, of any Term Lender extended pursuant to any Extension shall have the same terms as the Class of Term Advances or Extended Term Advances subject to such Extension Offer; provided that at no time shall there be more than four (4) different Classes of Term Advances;
(iv) the final maturity date of any Term Advances of a Class to be extended in such Extension shall be later than the applicable Termination Date of such Class and the weighted average life to maturity of any Term Advances of a Class to be extended in such Extension shall be longer than the weighted average life to maturity of such Class;
(v) if the aggregate principal amount of Term Advances or Extended Term Advances (calculated on the face amount thereof) or Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, Lenders shall be extended ratably (based upon the respective Class) up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, Lenders have accepted such Extension Offer; 77 Amended and Restated KCSR Credit Agreement;
(viiv) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;
(viiv) any applicable Minimum Extension Condition shall be satisfied; and
(viiivi) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.02 shall be satisfied (with all references in such Section to the making of an Advance being deemed to be references to the Extension on the applicable date of such Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an officer of the Borrower.
(c) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.20, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.05, 2.06, 2.13 or 9.05, (ii) each Extension Offer is required to may contain a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) in the case of any Extension Offer of Term Advances, Extended Term Advances, Revolving Credit Commitments or Extended Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered and (iii) in the case of an Extension Offer with respect to Revolving Credit Commitments or Extended Revolving Credit Commitments, if the amount extended is less than the Letter of Credit Facility, unless the applicable Issuing Banks agree otherwise as part of such Extension, such Letter of Credit Facility shall be reduced upon the date that is five (5) Business Days prior to the applicable Termination Date of the Class being extended (to the extent needed so that such Letter of Credit Facility does not exceed the aggregate Revolving Credit Commitment which would be in effect after such applicable Termination Date), and, if applicableafter giving effect to such Extension the aggregate Available Amount of Letters of Credit exceeds the Letter of Credit Facility, the Borrower shall Cash Collateralize any issued Letters of CreditCredit to the extent of such excess. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Advances and/or Extended Revolving Credit Commitments on the terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.06, 2.08 2.06 or 7.082.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.
(d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new Classes or sub-Classes in respect of Revolving Credit Commitments, Commitments or Extended Revolving Credit Commitments, Term Advances or Extended Term Advances Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.20 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions, the respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any 78 Amended and Restated KCSR Credit Agreement Mortgage that has a maturity date prior to the then latest applicable Termination Date so that such maturity date is extended to the then latest applicable Termination Date (or such later date as may be advised by local counsel to the Administrative Agent).
(e) In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.20.
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