Incremental Revolving Commitments; Commitment Extensions. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments) in an amount not to exceed the Incremental Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Commitments in their own discretion; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.6, be subject to the approval of the Administrative Agent, the Issuing Bank and/or Swing Line Lender (which approvals shall not be unreasonably withheld or delayed) unless such Incremental Revolving Lender is a Lender or an Affiliate of a Lender; provided, further, that: (i) Each such notice shall set forth (i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Revolving Commitments are requested to become effective (each such date, an “Increased Amount Date”); (ii) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Commitments; provided that the terms of each Incremental Revolving Commitment shall be the same as the Initial Revolving Commitments; (iii) there shall be no obligor in respect of any Incremental Revolving Commitments that is not the Borrower (unless such obligor becomes an obligor with respect to the Obligations substantially concurrently with the incurrence of the applicable Incremental Revolving Commitments); (iv) before and after giving effect to such Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date; (v) before and after giving effect to such Incremental Revolving Commitments, all representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Increased Amount Date (except where 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 as of said earlier date); provided that any such representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and (vi) the Administrative Agent shall have received customary legal opinions, resolutions and other customary closing certificates and documentation in form and substance reasonably satisfactory to the Administrative Agent in connection with such Incremental Revolving Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.14(c) shall apply to any conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing. (c) Notwithstanding anything herein to the contrary, including Section 2.13 (which provisions shall not be applicable to clauses (c) through (e) of this Section 2.20), pursuant to offers made on up to two (2) occasions by the Borrower to all Lenders of any Class of Revolving Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Commitments under such Revolving Facility) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class to a date that is three hundred sixty four (364) days after the Revolving Facility Maturity Date then in effect and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Xxxxxx’s Loans). The reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment” and the revolving loans thereunder, “Extended Revolving Loans”) (an “Extension Agreement”). (d) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Commitments of such Extending Lender. Each Extension Agreement shall specify the terms of the applicable Extended Revolving Commitments; provided that (i) the total of the Commitments and Loans of the Lenders of such Class that have agreed to so extend their Maturity Date shall be more than 50.0% of the aggregate amount of the Commitments in effect and Loans outstanding of such Class immediately prior to the Revolving Facility Maturity Date then in effect, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension, (iii) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (v) any Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Issuing Bank and Swing Line Lender (in each case, not to be unreasonably withheld or delayed), participations in Letters of Credit and Swing Line Loans shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments. (e) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment and, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Commitments evidenced thereby as provided for in Section 9.5(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower without the consent of any other party hereto and furnished to the other parties hereto. (f) Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.20), (i) the aggregate amount of Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent, (iii) any Extending Lender may extend all or any portion of its Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than as specified in clause (d)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Commitment implemented thereby, (v) all Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the Borrower under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to issue Letters of Credit or provide Swing Line Loans, as applicable, under such Extended Revolving Commitments unless it shall have consented thereto, and (vii) there shall be no obligor in respect of any such Extended Revolving Commitments other than the Borrower (unless such Person becomes an obligor with respect to the Obligations substantially concurrently therewith). (g) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments. (h) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate Loans upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurodollar Rate Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate Borrowings shall be considered a single Eurodollar Rate Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one (1) month, and the Adjusted Eurodollar Rate with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate applicable to any then-outstanding Eurodollar Rate Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate Borrowing.
Appears in 1 contract
Incremental Revolving Commitments; Commitment Extensions. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments) in an amount not to exceed the Incremental Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Commitments in their own discretion; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.6, be subject to the approval of the Administrative Agent, the Issuing Bank and/or Swing Line Lender (which approvals shall not be unreasonably withheld or delayed) unless such Incremental Revolving Lender is a Lender or an Affiliate of a Lender; provided, further, that:
(i) Each such notice shall set forth (i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Revolving Commitments are requested to become effective (each such date, an “Increased Amount Date”);
(ii) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Commitments; provided that the terms of each Incremental Revolving Commitment shall be the same as the Initial Revolving Commitments;
(iii) there shall be no obligor in respect of any Incremental Revolving Commitments that is not the Borrower (unless such obligor becomes an obligor with respect to the Obligations substantially concurrently with the incurrence of the applicable Incremental Revolving Commitments);
(iv) before and after giving effect to such Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date;
(v) before and after giving effect to such Incremental Revolving Commitments, all representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Increased Amount Date (except where 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 as of said earlier date); provided that any such representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and
(vi) the Administrative Agent shall have received customary legal opinions, resolutions and other customary closing certificates and documentation in form and substance reasonably satisfactory to the Administrative Agent in connection with such Incremental Revolving Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.14(c) shall apply to any conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.
(c) Notwithstanding anything herein to the contrary, including Section 2.13 (which provisions shall not be applicable to clauses (c) through (e) of this Section 2.20), pursuant to offers made on up to two (2) occasions by the Borrower to all Lenders of any Class of Revolving Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Commitments under such Revolving Facility) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class to a date that is three hundred sixty four (364) days after the Revolving Facility Maturity Date then in effect and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such XxxxxxLender’s Loans). The reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment” and the revolving loans thereunder, “Extended Revolving Loans”) (an “Extension Agreement”).
(d) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Commitments of such Extending Lender. Each Extension Agreement shall specify the terms of the applicable Extended Revolving Commitments; provided that (i) the total of the Commitments and Loans of the Lenders of such Class that have agreed to so extend their Maturity Date shall be more than 50.0% of the aggregate amount of the Commitments in effect and Loans outstanding of such Class immediately prior to the Revolving Facility Maturity Date then in effect, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension, (iii) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (v) any Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Issuing Bank and Swing Line Lender (in each case, not to be unreasonably withheld or delayed), participations in Letters of Credit and Swing Line Loans shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(e) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment and, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Commitments evidenced thereby as provided for in Section 9.5(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower without the consent of any other party hereto and furnished to the other parties hereto.
(f) Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.20), (i) the aggregate amount of Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent, (iii) any Extending Lender may extend all or any portion of its Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than as specified in clause (d)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Commitment implemented thereby, (v) all Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the Borrower under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to issue Letters of Credit or provide Swing Line Loans, as applicable, under such Extended Revolving Commitments unless it shall have consented thereto, and (vii) there shall be no obligor in respect of any such Extended Revolving Commitments other than the Borrower (unless such Person becomes an obligor with respect to the Obligations substantially concurrently therewith).
(g) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.
(h) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate Loans upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurodollar Rate Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate Borrowings shall be considered a single Eurodollar Rate Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one (1) month, and the Adjusted Eurodollar Rate with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate applicable to any then-outstanding Eurodollar Rate Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate Borrowing.
Appears in 1 contract
Incremental Revolving Commitments; Commitment Extensions. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments) in an amount not to exceed the Incremental Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Commitments in their own discretion; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.6, be subject to the approval of the Administrative Agent, the Issuing Bank and/or or Swing Line Lender (which approvals shall not be unreasonably withheld or delayed) unless such Incremental Revolving Lender is a Lender or an Affiliate of a Lender; provided, further, that:
(i) Each such notice shall set forth (i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Revolving Commitments are requested to become effective (each such date, an “Increased Amount Date”);
(ii) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Commitments; provided that the terms of each Incremental Revolving Commitment shall be the same as the Initial Revolving Commitments;
(iii) there shall be no obligor in respect of any Incremental Revolving Commitments that is not the Borrower (unless such obligor becomes an obligor with respect to the Obligations substantially concurrently with the incurrence of the applicable Incremental Revolving Commitments);
(iv) before and after giving effect to such Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date;
(v) before and after giving effect to such Incremental Revolving Commitments, all representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Increased Amount Date (except where 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 as of said earlier date); provided that any such representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and
(vi) the Administrative Agent shall have received customary legal opinions, resolutions and other customary closing certificates and documentation in form and substance reasonably satisfactory to the Administrative Agent in connection with such Incremental Revolving Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.14(c) shall apply to any conversion of Eurodollar Rate SOFR Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.
(c) Notwithstanding anything herein to the contrary, including Section 2.13 (which provisions shall not be applicable to clauses (c) through (e) of this Section 2.20), pursuant to offers made on up to two (2) occasions by the Borrower to all Lenders of any Class of Revolving Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Commitments under such Revolving Facility) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or or Commitments of such Class to a date that is three hundred sixty four (364) days after the Revolving Facility Maturity Date then in effect and to otherwise modify the terms of such Lender’s Loans and/or or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or or Commitments and/or or modifying the amortization schedule in respect of such Xxxxxx’s Loans). The reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment” and the revolving loans thereunder, “Extended Revolving Loans”) (an “Extension Agreement”).
(d) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Commitments of such Extending Lender. Each Extension Agreement shall specify the terms of the applicable Extended Revolving Commitments; provided that (i) the total of the Commitments and Loans of the Lenders of such Class that have agreed to so extend their Revolving Facility Maturity Date shall be more than 50.0% of the aggregate amount of the Commitments in effect and Loans outstanding of such Class immediately prior to the Revolving Facility Maturity Date then in effect, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension, (iii) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (v) any Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Issuing Bank and Swing Line Lender (in each case, not to be unreasonably withheld or delayed), participations in Letters of Credit and Swing Line Loans shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(e) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment and, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Commitments evidenced thereby as provided for in Section 9.5(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower without the consent of any other party hereto and furnished to the other parties hereto.
(f) Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.20), (i) the aggregate amount of Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent, (iii) any Extending Lender may extend all or any portion of its Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than as specified in clause (d)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Commitment implemented thereby, (v) all Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the Borrower under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to issue Letters of Credit or provide Swing Line Loans, as applicable, under such Extended Revolving Commitments unless it shall have consented thereto, and (vii) there shall be no obligor in respect of any such Extended Revolving Commitments other than the Borrower (unless such Person becomes an obligor with respect to the Obligations substantially concurrently therewith).
(g) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.
(h) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate SOFR Loans upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurodollar Rate SOFR Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate SOFR Borrowings shall be considered a single Eurodollar Rate SOFR Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate SOFR Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one (1) month, and the Adjusted Eurodollar Rate Term SOFR with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate Term SOFR applicable to any then-outstanding Eurodollar Rate SOFR Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate SOFR Borrowing.
Appears in 1 contract
Incremental Revolving Commitments; Commitment Extensions. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments) in an amount not to exceed the Incremental Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Commitments in their own discretion; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.6, be subject to the approval of the Administrative Agent, the Issuing Bank and/or Swing Line Lender (which approvals shall not be unreasonably withheld or delayed) unless such Incremental Revolving Lender is a Lender or an Affiliate of a Lender; provided, further, that:
(i) Each such notice shall set forth (i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Revolving Commitments are requested to become effective (each such date, an “Increased Amount Date”);
(ii) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Commitments; provided that the terms of each Incremental Revolving Commitment shall be the same as the Initial Revolving Commitments;
(iii) there shall be no obligor in respect of any Incremental Revolving Commitments that is not the Borrower (unless such obligor becomes an obligor with respect to the Obligations substantially concurrently with the incurrence of the applicable Incremental Revolving Commitments);
(iv) before and after giving effect to such Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date;
(v) before and after giving effect to such Incremental Revolving Commitments, all representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Increased Amount Date (except where 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 as of said earlier date); provided that any such representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and
(vi) the Administrative Agent shall have received customary legal opinions, resolutions and other customary closing certificates and documentation in form and substance reasonably satisfactory to the Administrative Agent in connection with such Incremental Revolving Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.14(c) shall apply to any conversion of Eurodollar Rate Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.
(c) Notwithstanding anything herein to the contrary, including Section 2.13 (which provisions shall not be applicable to clauses (c) through (e) of this Section 2.20), pursuant to offers made on up to two (2) occasions by the Borrower to all Lenders of any Class of Revolving Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Commitments under such Revolving Facility) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class to a date that is three hundred sixty four (364) days after the Revolving Facility Maturity Date then in effect and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Xxxxxx’s Loans). The reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment” and the revolving loans thereunder, “Extended Revolving Loans”) (an “Extension Agreement”).
(d) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Commitments of such Extending Lender. Each Extension Agreement shall specify the terms of the applicable Extended Revolving Commitments; provided that (i) the total of the Commitments and Loans of the Lenders of such Class that have agreed to so extend their Maturity Date shall be more than 50.0% of the aggregate amount of the Commitments in effect and Loans outstanding of such Class immediately prior to the Revolving Facility Maturity Date then in effect, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension, (iii) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (v) any Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Issuing Bank and Swing Line Lender (in each case, not to be unreasonably withheld or delayed), participations in Letters of Credit and Swing Line Loans shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(e) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment and, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Commitments evidenced thereby as provided for in Section 9.5(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower without the consent of any other party hereto and furnished to the other parties hereto.
(f) Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.20), (i) the aggregate amount of Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent, (iii) any Extending Lender may extend all or any portion of its Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than as specified in clause (d)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Commitment implemented thereby, (v) all Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the Borrower under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to issue Letters of Credit or provide Swing Line Loans, as applicable, under such Extended Revolving Commitments unless it shall have consented thereto, and (vii) there shall be no obligor in respect of any such Extended Revolving Commitments other than the Borrower (unless such Person becomes an obligor with respect to the Obligations substantially concurrently therewith).
(g) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.
(h) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate Loans upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurodollar Rate Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate Borrowings shall be considered a single Eurodollar Rate Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one (1) month, and the Adjusted Eurodollar Rate with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate applicable to any then-outstanding Eurodollar Rate Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate Borrowing.to
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Incremental Revolving Commitments; Commitment Extensions. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Commitments (in the form of an increase in the aggregate principal amount of Initial Revolving Commitments) in an amount not to exceed the Incremental Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Commitments in their own discretion; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.6, be subject to the approval of the Administrative Agent, the Issuing Bank and/or Swing Line Lender (which approvals shall not be unreasonably withheld or delayed) unless such Incremental Revolving Lender is a Lender or an Affiliate of a Lender; provided, further, that:
(i) Each such notice shall set forth (i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent) and (ii) the date on which such Incremental Revolving Commitments are requested to become effective (each such date, an “Increased Amount Date”);
(ii) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Commitments; provided that the terms of each Incremental Revolving Commitment shall be the same as the Initial Revolving Commitments;
(iii) there shall be no obligor in respect of any Incremental Revolving Commitments that is not the Borrower (unless such obligor becomes an obligor with respect to the Obligations substantially concurrently with the incurrence of the applicable Incremental Revolving Commitments);
(iv) before and after giving effect to such Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date;
(v) before and after giving effect to such Incremental Revolving Commitments, all representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of such Increased Amount Date (except where 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 as of said earlier date); provided that any such representations and warranties that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and
(vi) the Administrative Agent shall have received customary legal opinions, resolutions and other customary closing certificates and documentation in form and substance reasonably satisfactory to the Administrative Agent in connection with such Incremental Revolving Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.14(c) shall apply to any conversion of Eurodollar Rate RateSOFR Loans to Base Rate Loans reasonably required by the Administrative Agent to effect the foregoing.
(c) Notwithstanding anything herein to the contrary, including Section 2.13 (which provisions shall not be applicable to clauses (c) through (e) of this Section 2.20), pursuant to offers made on up to two (2) occasions by the Borrower to all Lenders of any Class of Revolving Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Commitments under such Revolving Facility) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class to a date that is three hundred sixty four (364) days after the Revolving Facility Maturity Date then in effect and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Xxxxxx’s Loans). The reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Commitments of such Revolving Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by an agreement extending an existing Revolving Commitment (such extended Revolving Commitment, an “Extended Revolving Commitment” and the revolving loans thereunder, “Extended Revolving Loans”) (an “Extension Agreement”).
(d) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Extension Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Commitments of such Extending Lender. Each Extension Agreement shall specify the terms of the applicable Extended Revolving Commitments; provided that (i) the total of the Commitments and Loans of the Lenders of such Class that have agreed to so extend their Maturity Date shall be more than 50.0% of the aggregate amount of the Commitments in effect and Loans outstanding of such Class immediately prior to the Revolving Facility Maturity Date then in effect, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension, (iii) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Commitment shall have (x) the same terms as an existing Class of Revolving Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the final maturity date of any Extended Revolving Loans shall be no earlier than the latest Revolving Facility Maturity Date in effect on the date of incurrence and (v) any Extended Revolving Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. If provided in any Extension Agreement with respect to any Extended Revolving Commitments, and with the consent of the Issuing Bank and Swing Line Lender (in each case, not to be unreasonably withheld or delayed), participations in Letters of Credit and Swing Line Loans shall be reallocated to lenders holding such Extended Revolving Commitments in the manner specified in such Extension Agreement, including upon effectiveness of such Extended Revolving Commitment or upon or prior to the maturity date for any Class of Revolving Commitments.
(e) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Revolving Commitment will be automatically designated an Extended Revolving Commitment and, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Commitments evidenced thereby as provided for in Section 9.5(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower without the consent of any other party hereto and furnished to the other parties hereto.
(f) Notwithstanding anything to the contrary set forth in this Agreement or any other Credit Document (including without limitation this Section 2.20), (i) the aggregate amount of Extended Revolving Commitments will not be included in the calculation of the Incremental Amount, (ii) the Extended Revolving Commitments being requested shall be in minimum increments of $5,000,000 and a minimum amount of $100,000,000, or, in each case, such lesser amount approved by the Administrative Agent, (iii) any Extending Lender may extend all or any portion of its Revolving Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than as specified in clause (d)(x) above and notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Commitment implemented thereby, (v) all Extended Revolving Commitments and all obligations in respect thereof shall be Obligations of the Borrower under this Agreement and the other Credit Documents, (vi) neither the Issuing Bank nor the Swing Line Lender shall be obligated to issue Letters of Credit or provide Swing Line Loans, as applicable, under such Extended Revolving Commitments unless it shall have consented thereto, and (vii) there shall be no obligor in respect of any such Extended Revolving Commitments other than the Borrower (unless such Person becomes an obligor with respect to the Obligations substantially concurrently therewith).
(g) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.
(h) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of Interest Periods with respect to Eurodollar Rate RateSOFR Loans upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurodollar Rate RateSOFR Borrowings under the Revolving Facilities fall on the same day, such Eurodollar Rate RateSOFR Borrowings shall be considered a single Eurodollar Rate RateSOFR Borrowing and (ii) the initial Interest Period with respect to any Eurodollar Rate RateSOFR Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one (1) month, and the Adjusted Eurodollar Rate RateTerm SOFR with respect to such initial Interest Period shall be the same as the Adjusted Eurodollar Rate RateTerm SOFR applicable to any then-outstanding Eurodollar Rate RateSOFR Borrowing as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurodollar Rate RateSOFR Borrowing.
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