Common use of Revolving Credit Extension Offers Clause in Contracts

Revolving Credit Extension Offers. (a) The Borrowers may, by written notice to the Agent from time to time (provided that no Default or Event of Default has occurred and is continuing on the date of such notice), make one or more offers (each, a “Revolving Credit Extension Offer”) to the Lenders to enter into one or more Permitted Revolving Credit Amendments (as defined below) to extend the Revolving Credit Maturity Date pursuant to procedures to be established by the Agent (in its reasonable discretion), in consultation with the Borrowers. Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Revolving Credit Amendments and (ii) the date on which such Permitted Revolving Credit Amendment is requested to become effective (which shall not be less than thirty (30) Business Days after the date of such notice, unless such period is shortened by Agent in its sole discretion). Permitted Revolving Credit Amendments shall become effective only upon the acceptance by the Agent, the Issuing Lender and the Swing Line Lender and only with respect to the Advances and Commitments of those Lenders which accept the applicable Revolving Credit Extension Offer (such Lenders, the “Extending Lenders” and those Lenders which do not accept the applicable Revolving Credit Extension Offer, the “Non-Extending Lenders”). (b) The Borrowers and each Extending Lender shall execute and deliver to the Agent an extension agreement (each such agreement, a “Revolving Credit Extension Agreement”) which may take the form of an amendment or supplement to this Agreement, an amendment and restatement of this Agreement, or other form, and such other documentation as the Agent shall reasonably require to evidence the acceptance of the Permitted Revolving Credit Amendments and the terms and conditions thereof. No consent of any Non-Extending Revolving Credit Lender shall be required for the entry into any Permitted Revolving Credit Amendments pursuant to this Section 2.14. The Agent shall promptly notify each Lender as to the effectiveness of each Revolving Credit Extension Agreement. The Lenders hereby irrevocably authorize and direct the Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Revolving Credit Amendments. Notwithstanding the foregoing, no Revolving Credit Extension Agreement shall become effective under this Section 2.14 unless (i) the Agent shall have received a certificate of a Responsible Officer of the Borrowers, board resolutions and such other corporate authority or other documents as the Agent may reasonably request (including legal opinions if requested by Agent), in each case in form and substance reasonably satisfactory to the Agent, (ii) no Default or Event of Default has occurred and is continuing on the proposed effective date thereof, after giving effect to such Revolving Credit Extension Agreement and (iii) each of the other continuing conditions set forth in Section 5.2 are satisfied. (c) As used in this Section 2.14, “Permitted Revolving Credit Amendments” shall consist of (i) an extension of the Revolving Credit Maturity Date as to the Advances and Commitments of the Extending Revolving Credit Lenders (provided that such extensions may not result in having more than one additional final maturity date under this Agreement in any year without the consent of the Agent), (ii) changes in the Applicable Margin or the Applicable Fee Percentage with respect to the applicable Advances and Commitments of the Extending Revolving Credit Lenders and the payment of increased commitment fees and/or other additional fees to the Extending Revolving Credit Lenders, (iii) the requirement that all Letters of Credit or Swing Line Advances be drawn only under a subfacility provided solely by the Extending Revolving Credit Lenders, (iv) technical requirements and other changes related to borrowings, prepayments, refundings, conversions or cancellations of existing Advances (including Swing Line Advances) or Letters of Credit and other similar matters, including without limitation, any other amendments necessary to treat the Advances and Commitments of the Extending Revolving Credit Lenders as having been extended or to include as a separate class, as appropriate, to include the Extending Lenders in any determination of Majority Revolving Credit Lenders, and to incorporate appropriately the Extending Revolving Credit Lenders (and any Advances funded or otherwise maintained by them, whether under a separate subfacility or otherwise) into the provisions of Sections 2, 3, 5, 9, 10, 11 or 13 (and any related definitions) or other similar provisions, and (v) the payment to the Non-Extending Revolving Credit Lenders only (on a non pro rata basis vis-a-vis the Extending Revolving Credit Lenders) of all sums due and payable to such Lenders on the Revolving Credit Maturity Date applicable to such Lenders, on which date the commitments of such Non-Extending Revolving Credit Lenders shall terminate; provided, however, that no Permitted Revolving Credit Amendment shall amend or modify any matter requiring the approval of all Lenders or all affected Lenders under Section 13.10(a) hereof (other than the matters covered by clauses (i) through (v) of this paragraph) without the approval of all Lenders or all such affected Lenders, as applicable.

Revolving Credit Extension Offers. (a) The Borrowers Company may, by written notice to the Agent from time to time (provided that no Default or Event of Default has occurred and is continuing on the date of such notice), make one or more offers (each, a “Revolving Credit Extension Offer”) to the Lenders Banks to enter into one or more Permitted Revolving Credit Amendments (as defined below) to extend the Revolving Credit Maturity Date pursuant to procedures to be established by the Agent (in its reasonable discretion), in consultation with the BorrowersCompany. Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Revolving Credit Amendments and (ii) the date on which such Permitted Revolving Credit Amendment is requested to become effective (which shall not be less than thirty (30) Business Days after the date of such notice, unless such period is shortened by Agent in its sole discretion). Permitted Revolving Credit Amendments shall become effective only upon the acceptance by the Agent, the Issuing Lender Bank and the Swing Line Lender Bank and only with respect to the Advances and Commitments commitments of those Lenders Banks which accept the applicable Revolving Credit Extension Offer (such LendersBanks, the “Extending LendersBanks” and those Lenders Banks which do not accept the applicable Revolving Credit Extension Offer, the “Non-Extending LendersBanks”). (b) . Notwithstanding anything to the contrary contained herein, no Banks shall be required to accept any Revolving Credit Extension Offer or become an Extending Bank. The Borrowers Company and each Extending Lender Bank shall execute and deliver to the Agent an extension agreement (each such agreement, a an “Revolving Credit Extension Agreement”) which may take the form of an amendment or supplement to this Agreement, an amendment and restatement of this Agreement, or other form, and such other documentation as the Agent shall reasonably require to evidence the acceptance of the Permitted Revolving Credit Amendments and the terms and conditions thereof. No consent of any Non-Extending Revolving Credit Lender Bank shall be required for the entry into any Permitted Revolving Credit Amendments pursuant to this Section 2.142.16. The Agent shall promptly notify each Lender Bank as to the effectiveness of each Revolving Credit Extension Agreement. The Lenders Banks hereby irrevocably authorize and direct the Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Revolving Credit Amendments. Notwithstanding the foregoing, no Revolving Credit Extension Agreement shall become effective under this Section 2.14 2.16 unless (i) the Agent shall have received a certificate of a Responsible Officer of the Borrowersan Authorized Signer, board resolutions and such other corporate authority or other documents as the Agent may reasonably request (including legal opinions if requested by Agent), in each case in form and substance reasonably satisfactory to the Agent, and (ii) no Default or Event of Default has occurred and is continuing on the proposed effective date thereof, after giving effect to such Revolving Credit Extension Agreement and (iii) each of the other continuing conditions set forth in Section 5.2 are satisfied. (c) Agreement. As used in this Section 2.142.16, “Permitted Revolving Credit Amendments” shall consist of (i) an extension of the Revolving Credit Maturity Date as to the Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks (provided that such extensions may not result in having more than one additional final maturity date under this Agreement in any year without the consent of the Agent), (ii) changes in the Applicable Margin or the Applicable Fee Percentage with respect to the applicable Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks and the payment of increased commitment fees and/or other additional fees to the Extending Revolving Credit LendersBanks, (iii) the requirement that all Letters of Credit or Swing Line Advances Swingline Loans be drawn only under a subfacility provided solely by the Extending Revolving Credit LendersBanks, (iv) technical requirements and other changes related to borrowings, prepayments, refundings, conversions or cancellations of existing Advances (including Swing Line Advances) or Letters of Credit and other similar matters, including without limitation, any other amendments necessary to treat the Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks as having been extended or to include as a separate class, as appropriate, to include the Extending Lenders Banks in any determination of Majority Revolving Credit LendersBanks, and to incorporate appropriately the Extending Revolving Credit Lenders Banks (and any Advances funded or otherwise maintained by them, whether under a separate subfacility or otherwise) into the provisions of Sections Section 2, 3, 5, 9, 10, 11 or 13 (and any related definitions) or other similar provisions, and (v) the payment to the Non-Extending Revolving Credit Lenders Banks only (on a non pro rata basis vis-a-vis the Extending Revolving Credit LendersBanks) of all sums due and payable to such Lenders Banks on the Revolving Credit Maturity Date applicable to such LendersBanks, on which date the commitments of such Non-Extending Revolving Credit Lenders Banks shall terminate; provided, however, that no Permitted Revolving Credit Amendment shall amend or modify any matter requiring the approval of all Lenders Banks or all affected Lenders Banks under Section 13.10(a13.11(a) hereof (other than the matters covered by clauses (i) through (v) of this paragraph) without the approval of all Lenders Banks or all such affected LendersBanks, as applicable.

Revolving Credit Extension Offers. (ai) The Borrowers Borrower may, by written notice to the Administrative Agent from time to time (provided that no Default or Event of Default has occurred and is continuing on the date of such notice)time, make one or more offers (each, a “Revolving Credit Extension Offer”) to all the Revolving Credit Lenders to enter into make one or more Permitted Revolving Credit Amendments (as defined in paragraph (iii) below) to extend the Revolving Credit Maturity Date pursuant to procedures to be established reasonably specified by the Administrative Agent (in its reasonable discretion), in consultation with and reasonably acceptable to the BorrowersBorrower. Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Revolving Credit Amendments and (ii) the date on which such Permitted Revolving Credit Amendment is requested to become effective (which shall not be less than thirty (30) 10 Business Days after the date of such notice, unless such period is shortened by Agent in its sole discretion). Permitted Revolving Credit Amendments shall become effective only upon with the acceptance by of the Administrative Agent, the Issuing Lender Bank and the Swing Line Swingline Lender and only with respect to the Advances Revolving Credit Loans and Revolving Credit Commitments of those the Revolving Credit Lenders which that accept the applicable Revolving Credit Extension Offer (such Lenders, the “Extending Lenders” and those Lenders which do not accept the applicable Revolving Credit Extension Offer, the “Non-Extending Lenders”). (bii) The Borrowers Borrower and each Extending Revolving Credit Lender shall execute and deliver to the Administrative Agent an extension agreement (each such agreement, a “Revolving Credit Extension Agreement”) Agreement (which may take the form of an amendment or supplement to this Agreement, an amendment and restatement of this Agreement, or other form, in either case so long as no modifications are made that would otherwise be prohibited by this Section 9.02 without obtaining the vote of any other Lenders) and such other documentation as the Administrative Agent shall reasonably require specify to evidence the acceptance of the Permitted Revolving Credit Amendments and the terms and conditions thereof. No consent of any Non-Extending Revolving Credit Lender shall be required for the entry into any Permitted Revolving Credit Amendments pursuant to this Section 2.14. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Revolving Credit Extension Agreement. The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Amendments and only with respect to the Revolving Credit AmendmentsLoans and Revolving Credit Commitments of the Extending Revolving Credit Lenders (including amendments to Section 2.17 hereof if deemed advisable by the Administrative Agent, and any other amendments necessary to treat the Revolving Credit Loans and Revolving Credit Commitments of the Extending Revolving Credit Lenders as Extended Revolving Credit Loans and/or Extended Revolving Credit Commitments, including, without limitation, to include appropriately the Extending Revolving Credit Lenders in any determination of Required Lenders, and to incorporate appropriately any Extended Revolving Credit Loans into the provisions of Article II or other similar provisions). Notwithstanding the foregoing, no Revolving Credit Extension Agreement Permitted Amendment shall become effective under this Section 2.14 9.02(e) unless (i) the Administrative Agent shall have received legal opinions, a certificate of a Responsible Officer of the Borrowersan Authorized Officer, board resolutions and such other corporate authority or other documents as the Administrative Agent may reasonably request (including legal opinions if requested by Agent)request, in each case in form and substance reasonably satisfactory to the Administrative Agent, (ii) no Default or Event of Default has occurred and is continuing on the proposed effective date thereof, after giving effect to such Revolving Credit Extension Agreement and (iii) each of the other continuing conditions set forth in Section 5.2 are satisfied. (c) As used in this Section 2.14, “Permitted Revolving Credit Amendments” shall consist of (i) an extension of the Revolving Credit Maturity Date as to the Advances and Commitments of the Extending Revolving Credit Lenders (provided that such extensions may not result in having more than one additional final maturity date under this Agreement in any year without the consent of the Agent), (ii) changes in the Applicable Margin or the Applicable Fee Percentage with respect to the applicable Advances and Commitments of the Extending Revolving Credit Lenders and the payment of increased commitment fees and/or other additional fees to the Extending Revolving Credit Lenders, (iii) the requirement that all Letters of Credit or Swing Line Advances be drawn only under a subfacility provided solely by the Extending Revolving Credit Lenders, (iv) technical requirements and other changes related to borrowings, prepayments, refundings, conversions or cancellations of existing Advances (including Swing Line Advances) or Letters of Credit and other similar matters, including without limitation, any other amendments necessary to treat the Advances and Commitments of the Extending Revolving Credit Lenders as having been extended or to include as a separate class, as appropriate, to include the Extending Lenders in any determination of Majority Revolving Credit Lenders, and to incorporate appropriately the Extending Revolving Credit Lenders (and any Advances funded or otherwise maintained by them, whether under a separate subfacility or otherwise) into the provisions of Sections 2, 3, 5, 9, 10, 11 or 13 (and any related definitions) or other similar provisions, and (v) the payment to the Non-Extending Revolving Credit Lenders only (on a non pro rata basis vis-a-vis the Extending Revolving Credit Lenders) of all sums due and payable to such Lenders on the Revolving Credit Maturity Date applicable to such Lenders, on which date the commitments of such Non-Extending Revolving Credit Lenders shall terminate; provided, however, that no Permitted Revolving Credit Amendment shall amend or modify any matter requiring the approval of all Lenders or all affected Lenders under Section 13.10(a) hereof (other than the matters covered by clauses (i) through (v) of this paragraph) without the approval of all Lenders or all such affected Lenders, as applicable.

Revolving Credit Extension Offers. (a) The Borrowers Company may, by written notice to the Agent from time to time (provided that no Default or Event of Default has occurred and is continuing on the date of such notice), make one or more offers (each, a “Revolving Credit Extension Offer”) to the Lenders Banks to enter into one or more Permitted Revolving Credit Amendments (as defined below) to extend the Revolving Credit Maturity Date pursuant to procedures to be established by the Agent (in its reasonable discretion), in consultation with the BorrowersCompany. Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Revolving Credit Amendments and (ii) the date on which such Permitted Revolving Credit Amendment is requested to become effective (which shall not be less than thirty (30) Business Days after the date of such notice, unless such period is shortened by Agent in its sole discretion). Permitted Revolving Credit Amendments shall become effective only upon the acceptance by the Agent, the Issuing Lender Bank and the Swing Line Lender Bank and only with respect to the Advances and Commitments commitments of those Lenders Banks which accept the applicable Revolving Credit Extension Offer (such LendersBanks, the “Extending LendersBanks” and those Lenders Banks which do not accept the applicable Revolving Credit Extension Offer, the “Non-Extending LendersBanks”). (b) . Notwithstanding anything to the contrary contained herein, no Banks shall be required to accept any Revolving Credit Extension Offer or become an Extending Bank. The Borrowers Company and each Extending Lender Bank shall execute and deliver to the Agent an extension agreement (each such agreement, a an “Revolving Credit Extension Agreement”) which may take the form of an amendment or supplement to this Agreement, an amendment and restatement of this Agreement, or other form, and such other documentation as the Agent shall reasonably require to evidence the acceptance of the Permitted Revolving Credit Amendments and the terms and conditions thereof. No consent of any Non-Extending Revolving Credit Lender Bank shall be required for the entry into any Permitted Revolving Credit Amendments pursuant to this Section 2.142.16. The Agent shall promptly notify each Lender Bank as to the effectiveness of each Revolving Credit Extension Agreement. The Lenders Banks hereby irrevocably authorize and direct the Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Revolving Credit Amendments. Notwithstanding the foregoing, no Revolving Credit Extension Agreement shall become effective under this Section 2.14 2.16 unless (i) the Agent shall have received a certificate of a Responsible Officer of the Borrowersan Authorized Signer, board resolutions and such other corporate authority or other documents as the Agent may reasonably request (including legal opinions if requested by Agent), in each case in form and substance reasonably satisfactory to the Agent, and (ii) no Default or Event of Default has occurred and is continuing on the proposed effective date thereof, after giving effect to such Revolving Credit Extension Agreement and (iii) each of the other continuing conditions set forth in Section 5.2 are satisfiedAgreement. (c) As used in this Section 2.14, “Permitted Revolving Credit Amendments” shall consist of (i) an extension of the Revolving Credit Maturity Date as to the Advances and Commitments of the Extending Revolving Credit Lenders (provided that such extensions may not result in having more than one additional final maturity date under this Agreement in any year without the consent of the Agent), (ii) changes in the Applicable Margin or the Applicable Fee Percentage with respect to the applicable Advances and Commitments of the Extending Revolving Credit Lenders and the payment of increased commitment fees and/or other additional fees to the Extending Revolving Credit Lenders, (iii) the requirement that all Letters of Credit or Swing Line Advances be drawn only under a subfacility provided solely by the Extending Revolving Credit Lenders, (iv) technical requirements and other changes related to borrowings, prepayments, refundings, conversions or cancellations of existing Advances (including Swing Line Advances) or Letters of Credit and other similar matters, including without limitation, any other amendments necessary to treat the Advances and Commitments of the Extending Revolving Credit Lenders as having been extended or to include as a separate class, as appropriate, to include the Extending Lenders in any determination of Majority Revolving Credit Lenders, and to incorporate appropriately the Extending Revolving Credit Lenders (and any Advances funded or otherwise maintained by them, whether under a separate subfacility or otherwise) into the provisions of Sections 2, 3, 5, 9, 10, 11 or 13 (and any related definitions) or other similar provisions, and (v) the payment to the Non-Extending Revolving Credit Lenders only (on a non pro rata basis vis-a-vis the Extending Revolving Credit Lenders) of all sums due and payable to such Lenders on the Revolving Credit Maturity Date applicable to such Lenders, on which date the commitments of such Non-Extending Revolving Credit Lenders shall terminate; provided, however, that no Permitted Revolving Credit Amendment shall amend or modify any matter requiring the approval of all Lenders or all affected Lenders under Section 13.10(a) hereof (other than the matters covered by clauses (i) through (v) of this paragraph) without the approval of all Lenders or all such affected Lenders, as applicable.

Revolving Credit Extension Offers. (a) The Borrowers Company may, by written notice to the Agent from time to time (provided that no Default or Event of Default has occurred and is continuing on the date of such notice), make one or more offers (each, a “Revolving Credit Extension Offer”) to the Lenders Banks to enter into one or more Permitted Revolving Credit Amendments (as defined below) to extend the Revolving Credit Maturity Date pursuant to procedures to be established by the Agent (in its reasonable discretion), in consultation with the BorrowersCompany. Such notice shall set forth (i) the proposed terms and conditions of the requested Permitted Revolving Credit Amendments and (ii) the date on which such Permitted Revolving Credit Amendment is requested to become effective (which shall not be less than thirty (30) Business Days after the date of such notice, unless such period is shortened by Agent in its sole discretion). Permitted Revolving Credit Amendments shall become effective only upon the acceptance by the Agent, the Issuing Lender Bank and the Swing Line Lender Bank and only with respect to the Advances and Commitments commitments of those Lenders Banks which accept the applicable Revolving Credit Extension Offer (such LendersBanks, the “Extending LendersBanks” and those Lenders Banks which do not accept the applicable Revolving Credit Extension Offer, the “Non-Extending LendersBanks”). (b) . Notwithstanding anything to the contrary contained herein, no Banks shall be required to accept any Revolving Credit Extension Offer or become an Extending Bank. The Borrowers Company and each Extending Lender Bank shall execute and deliver to the Agent an extension agreement (each such agreement, a an “Revolving Credit Extension Agreement”) which may take the form of an amendment or supplement to this Agreement, an amendment and restatement of this Agreement, or other form, and such other documentation as the Agent shall reasonably require to evidence the acceptance of the Permitted Revolving Credit Amendments and the terms and conditions thereof. No consent of any Non-Extending Revolving Credit Lender shall be required for the entry into any Permitted Revolving Credit Amendments pursuant to this Section 2.14. The Agent shall promptly notify each Lender Bank as to the effectiveness of each Revolving Credit Extension Agreement. The Lenders Banks hereby irrevocably authorize and direct the Agent to enter into technical amendments to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the transactions contemplated by the Permitted Revolving Credit Amendments. Notwithstanding the foregoing, no Revolving Credit Extension Agreement shall become effective under this Section 2.14 2.16 unless (i) the Agent shall have received a certificate of a Responsible Officer of the Borrowersan Authorized Signer, board resolutions and such other corporate authority or other documents as the Agent may reasonably request (including legal opinions if requested by Agent), in each case in form and substance reasonably satisfactory to the Agent, and (ii) no Default or Event of Default has occurred and is continuing on the proposed effective date thereof, after giving effect to such Revolving Credit Extension Agreement and (iii) each of the other continuing conditions set forth in Section 5.2 are satisfied. (c) Agreement. As used in this Section 2.142.16, “Permitted Revolving Credit Amendments” shall consist of (i) an extension of the Revolving Credit Maturity Date as to the Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks (provided that such extensions may not result in having more than one additional final maturity date under this Agreement in any year without the consent of the Agent), (ii) changes in the Applicable Margin or the Applicable Fee Percentage with respect to the applicable Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks and the payment of increased commitment fees and/or other additional fees to the Extending Revolving Credit Lenders, Banks (iii) the requirement that all Letters of Credit or Swing Line Advances Swingline Loans be drawn only under a subfacility provided solely by the Extending Revolving Credit LendersBanks, (iv) technical requirements and other changes related to borrowings, prepayments, refundings, . conversions or cancellations of existing Advances (including Swing Line Advances) or Letters of Credit and other similar matters, including without limitation, any other amendments necessary to treat the Advances and Commitments commitments of the Extending Revolving Credit Lenders Banks as having been extended or to include as a separate class, as appropriate, to include the Extending Lenders Banks in any determination of Majority Revolving Credit LendersBanks, and to incorporate appropriately the Extending Revolving Credit Lenders Banks (and any Advances funded or otherwise maintained by them, whether under a separate subfacility or otherwise) into the provisions of Sections Section 2, 3, 5, 9, 10, 11 or 13 (and any related definitions) or other similar provisions, and (v) the payment to the Non-Extending Revolving Credit Lenders Banks only (on a non pro rata basis vis-a-vis the Extending Revolving Credit LendersBanks) of all sums due and payable to such Lenders Banks on the Revolving Credit Maturity Date applicable to such LendersBanks, on which date the commitments of such Non-Extending Revolving Credit Lenders Banks shall terminate; provided, however, that no Permitted Revolving Credit Amendment shall amend or modify any matter requiring the approval of all Lenders Banks or all affected Lenders Banks under Section 13.10(a13.11(a) hereof (other than the matters covered by clauses (i) through (v) of this paragraph) without the approval of all Lenders Banks or all such affected LendersBanks, as applicable.