Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments. (a) The Borrowers may, from time to time after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities (“Specified Refinancing Term Loans”) or new revolving credit facilities (“Specified Refinancing Revolving Commitments”) under this Agreement pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Class of Term Loan or Revolving Commitments (and related outstandings), as applicable, then outstanding under this Agreement (subject to clause (A) of the proviso at the end of this sentence), in each case pursuant to a Refinancing Amendment; provided that any such Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments: (i) will rank pari passu in right of payment as the other Term Loans or Revolving Commitments, as applicable, hereunder; (ii) will be incurred, jointly and severally, by the Borrowers and will not be guaranteed by any person that is not a Guarantor; (iii) will be, if secured, (1) secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations and (2) subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the applicable Lenders thereof; (v) will have a maturity date that is not prior to the Maturity Date of the Term Loans or the Revolving Commitments, as applicable, being refinanced and (x) in the case of any Specified Refinancing Revolving Commitments, shall not have any mandatory commitment reductions or amortization that is prior to the scheduled Maturity Date of the Revolving Commitments being refinanced and (y) in the case of any Specified Refinancing Term Loans, will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity then in effect of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments will share ratably (or if unsecured or junior as to security, on a junior basis in respect of) any optional and mandatory prepayments of Term Loans or Revolving Loans, as applicable (unless the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, agree to participate on a less than pro rata basis in any such optional or mandatory prepayments); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than, the terms and conditions of the Term Loans or Revolving Commitments being refinanced (provided that a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Term Loans or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower); and (viii) (x) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10(b)(viii) and (y) upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments being refinanced shall be permanently reduced as, and to the extent, provided in Section 2.07(c); provided, however, that (A) the Net Cash Proceeds from any incurrence of Specified Refinancing Term Loans may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment), (B) Specified Refinancing Revolving Commitments may not be used to refinance any Class of Revolving Commitments that are either unsecured or secured on a junior basis to other Classes of Revolving Commitments at a time when more senior Revolving Commitments are outstanding (or will remain outstanding after giving effect to any such refinancing) and (C) such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Administrative Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus all accrued and unpaid interest thereon, and all fees, discounts, premiums or expenses incurred in connection therewith) or the Revolving Commitments being refinanced, as applicable. The Administrative Borrower shall make any request for Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, shall first be requested on a ratable basis from existing Lenders in respect of the Term Loans or Revolving Commitments being refinanced. At the time of sending such notice to such Lenders, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent in its sole discretion). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Loans or Revolving Commitments) of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. Any Lender approached to provide all or a portion of any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. The Administrative Agent shall notify the Administrative Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Administrative Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (a) above and Section 4.02, and delivery to the Administrative Agent of a certificate of the Administrative Borrower dated the date thereof signed by a Responsible Officer of the Administrative Borrower, certifying and attaching the resolutions adopted by the Borrowers approving such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and certifying that the conditions precedent set forth in clause (a) above and Section 4.02 have been satisfied and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments to be secured thereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the Loan Parties as may be necessary in order to establish new Classes of Term Loans and Revolving Commitments and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Administrative Borrower in connection with the establishment of such new Classes of Term Loans and Revolving Commitments, in each case on terms consistent with and/or to effect the provisions of this Section 2.23. (c) Each Class of Specified Refinancing Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $25,000,000. Each Class of Specified Refinancing Revolving Commitments incurred under this Section 2.23 shall be in an aggregate amount that is not less than $10,000,000. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments incurred pursuant thereto (including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of or consistent with this Section 2.23.
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Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments. (a) The Borrowers may, from time to time after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities (“Specified Refinancing Term Loans”) or new revolving credit facilities (“Specified Refinancing Revolving Commitments”) under this Agreement pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Class of Term Loan or Revolving Commitments (and related outstandings), as applicable, then outstanding under this Agreement (subject to clause (A) of the proviso at the end of this sentence), in each case pursuant to a Refinancing Amendment; provided that any such Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments: (i) will rank pari passu in right of payment as the other Term Loans or Revolving Commitments, as applicable, hereunder; (ii) will be incurred, jointly and severally, by the Borrowers and will not be guaranteed by any person that is not a Guarantor; (iii) will be, if secured, (1) secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations and (2) subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the applicable Lenders thereof; (v) will have a maturity date that is not prior to the Maturity Date of the Term Loans or the Revolving Commitments, as applicable, being refinanced and (x) in the case of any Specified Refinancing Revolving Commitments, shall not have any mandatory commitment reductions or amortization that is prior to the scheduled Maturity Date of the Revolving Commitments being refinanced (other than a mandatory commitment reduction in conjunction with a mandatory prepayment of Revolving Loans made pursuant thereto on the same basis as is applicable to the existing Revolving Commitments pursuant to Sections 2.10(d) and (h)) and (y) in the case of any Specified Refinancing Term Loans, will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity then in effect of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments will share ratably (or if unsecured or junior as to security, on a junior basis in respect of) any optional and mandatory prepayments of Term Loans or Revolving Loans, as applicable (unless the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, agree to participate on a less than pro rata basis in any such optional or mandatory prepayments); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than, the terms and conditions of the Term Loans or Revolving Commitments being refinanced (provided that a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Term Loans or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower); and (viii) (x) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10(b)(viii) and (y) upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments being refinanced shall be permanently reduced as, and to the extent, provided in Section 2.07(c); provided, however, that (A) the Net Cash Proceeds from any incurrence of Specified Refinancing Term Loans may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment), (B) Specified Refinancing Revolving Commitments may not be used to refinance any Class of Revolving Commitments that are either unsecured or secured on a junior basis to other Classes of Revolving Commitments at a time when more senior Revolving Commitments are outstanding (or will remain outstanding after giving effect to any such refinancing) and (C) such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Administrative Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus all accrued and unpaid interest thereon, and all fees, discounts, premiums or expenses incurred in connection therewith) or the Revolving Commitments being refinanced, as applicable. The Administrative Borrower shall make any request for Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, shall first be requested on a ratable basis from existing Lenders in respect of the Term Loans or Revolving Commitments being refinanced. At the time of sending such notice to such Lenders, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent in its sole discretion). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Loans or Revolving Commitments) of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. Any Lender approached to provide all or a portion of any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. The Administrative Agent shall notify the Administrative Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Administrative Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
(b) . The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (a) above and Section 4.02Section4.02, and delivery to the Administrative Agent of a certificate of the Administrative Borrower dated the date thereof signed by a Responsible Officer of the Administrative Borrower, certifying and attaching the resolutions adopted by the Borrowers approving such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and certifying that the conditions precedent set forth in clause (a) above and Section 4.02 have been satisfied and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments to be secured thereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the Loan Parties as may be necessary in order to establish new Classes of Term Loans and Revolving Commitments and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Administrative Borrower in connection with the establishment of such new Classes of Term Loans and Revolving Commitments, in each case on terms consistent with and/or to effect the provisions of this Section 2.23.
(c) Each Class of Specified Refinancing Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $25,000,000. Each Class of Specified Refinancing Revolving Commitments incurred under this Section 2.23 shall be in an aggregate amount that is not less than $10,000,000.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments incurred pursuant thereto (including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of or consistent with this Section 2.23.
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Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments. (a) The Borrowers may, from time to time after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities (“Specified Refinancing Term Loans”) or new revolving credit facilities (“Specified Refinancing Revolving Commitments”) under this Agreement pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Class of Term Loan or Revolving Commitments (and related outstandings), as applicable, then outstanding under this Agreement (subject to clause (A) of the proviso at the end of this sentence), in each case pursuant to a Refinancing Amendment; provided that any such Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments: (i) will rank pari passu in right of payment as the other Term Loans or Revolving Commitments, as applicable, hereunder; (ii) will be incurred, jointly and severally, by the Borrowers and will not be guaranteed by any person that is not a Guarantor; (iii) will be, if secured, (1) secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations and (2) subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the applicable Lenders thereof; (v) will have a maturity date that is not prior to the Maturity Date of the Term Loans or the Revolving Commitments, as applicable, being refinanced and (x) in the case of any Specified Refinancing Revolving Commitments, shall not have any mandatory commitment reductions or amortization that is prior to the scheduled Maturity Date of the Revolving Commitments being refinanced (other than a mandatory commitment reduction in conjunction with a mandatory prepayment of Revolving Loans made pursuant thereto on the same basis as is applicable to the existing Revolving Commitments pursuant to Sections 2.10(d) and (h)) and (y) in the case of any Specified Refinancing Term Loans, will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity then in effect of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments will share ratably (or if unsecured or junior as to security, on a junior basis in respect of) any optional and mandatory prepayments of Term Loans or Revolving Loans, as applicable (unless the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, agree to participate on a less than pro rata basis in any such optional or mandatory prepayments); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than, the terms and conditions of the Term Loans or Revolving Commitments being refinanced (provided that a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Term Loans or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower); and (viii) (x) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10(b)(viii) and (y) upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments being refinanced shall be permanently reduced as, and to the extent, provided in Section 2.07(c); provided, however, that (A) the Net Cash Proceeds from any incurrence of Specified Refinancing Term Loans may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment), (B) Specified Refinancing Revolving Commitments may not be used to refinance any Class of Revolving Commitments that are either unsecured or secured on a junior basis to other Classes of Revolving Commitments at a time when more senior Revolving Commitments are outstanding (or will remain outstanding after giving effect to any such refinancing) and (C) such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Administrative Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus all accrued and unpaid interest thereon, and all fees, discounts, premiums or expenses incurred in connection therewith) or the Revolving Commitments being refinanced, as applicable. The Administrative Borrower shall make any request for Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, shall first be requested on a ratable basis from existing Lenders in respect of the Term Loans or Revolving Commitments being refinanced. At the time of sending such notice to such Lenders, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent in its sole discretion). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Loans or Revolving Commitments) of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. Any Lender approached to provide all or a portion of any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. The Administrative Agent shall notify the Administrative Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Administrative Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (a) above and Section 4.02, and delivery to the Administrative Agent of a certificate of the Administrative Borrower dated the date thereof signed by a Responsible Officer of the Administrative Borrower, certifying and attaching the resolutions adopted by the Borrowers approving such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and certifying that the conditions precedent set forth in clause (a) above and Section 4.02 have been satisfied and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments to be secured thereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the Loan Parties as may be necessary in order to establish new Classes of Term Loans and Revolving Commitments and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Administrative Borrower in connection with the establishment of such new Classes of Term Loans and Revolving Commitments, in each case on terms consistent with and/or to effect the provisions of this Section 2.23.
(c) Each Class of Specified Refinancing Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $25,000,000. Each Class of Specified Refinancing Revolving Commitments incurred under this Section 2.23 shall be in an aggregate amount that is not less than $10,000,000.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments incurred pursuant thereto (including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of or consistent with this Section 2.23.
Appears in 1 contract
Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments. (a) The Borrowers may, from time to time after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities (“Specified Refinancing Term Loans”) or new revolving credit facilities (“Specified Refinancing Revolving Commitments”) under this Agreement pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Class of Term Loan or Revolving Commitments (and related outstandings), as applicable, then outstanding under this Agreement (subject to clause (A) of the proviso at the end of this sentence), in each case pursuant to a Refinancing Amendment; provided that any such Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments: (i) will rank pari passu in right of payment as the other Term Loans or Revolving Commitments, as applicable, hereunder; (ii) will be incurred, jointly and severally, by the Borrowers and will not be guaranteed by any person that is not a Guarantor; (iii) will be, if secured, (1) secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations and (2) subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the applicable Lenders thereof; (v) will have a maturity date that is not prior to the Maturity Date of the Term Loans or the Revolving Commitments, as applicable, being refinanced and (x) in the case of any Specified Refinancing Revolving Commitments, shall not have any mandatory commitment reductions or amortization that is prior to the scheduled Maturity Date of the Revolving Commitments being refinanced and (y) in the case of any Specified Refinancing Term Loans, will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity then in effect of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments will share ratably (or if unsecured or junior as to security, on a junior basis in respect of) any optional and mandatory prepayments of Term Loans or Revolving Loans, as applicable (unless the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, agree to participate on a less than pro rata basis in any such optional or mandatory prepayments); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than, the terms and conditions of the Term Loans or Revolving Commitments being refinanced (provided that a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Term Loans or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower); and (viii) (x) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10(b)(viii) and (y) upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments being refinanced shall be permanently reduced as, and to the extent, provided in Section 2.07(c); provided, however, that (A) the Net Cash Proceeds from any incurrence of Specified Refinancing Term Loans may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment), (B) Specified Refinancing Revolving Commitments may not be used to refinance any Class of Revolving Commitments that are either unsecured or secured on a junior basis to other Classes of Revolving Commitments at a time when more senior Revolving Commitments are outstanding (or will remain outstanding after giving effect to any such refinancing) and (C) such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Administrative Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus all accrued and unpaid interest thereon, and all fees, discounts, premiums or expenses incurred in connection therewith) or the Revolving Commitments being refinanced, as applicable. The Administrative Borrower shall make any request for Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, shall first be requested on a ratable basis from existing Lenders in respect of the Term Loans or Revolving Commitments being refinanced. At the time of sending such notice to such Lenders, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent in its sole discretion). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Loans or Revolving Commitments) of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. Any Lender approached to provide all or a portion of any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. The Administrative Agent shall notify the Administrative Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Administrative Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.
(b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (a) above and Section 4.02, and delivery to the Administrative Agent of a certificate of the Administrative Borrower dated the date thereof signed by a Responsible Officer of the Administrative Borrower, certifying and attaching the resolutions adopted by the Borrowers approving such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and certifying that the conditions precedent set forth in clause (a) above and Section 4.02 have been satisfied and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments to be secured thereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the Loan Parties as may be necessary in order to establish new Classes of Term Loans and Revolving Commitments and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Administrative Borrower in connection with the establishment of such new Classes of Term Loans and Revolving Commitments, in each case on terms consistent with and/or to effect the provisions of this Section 2.23.
(c) Each Class of Specified Refinancing Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $25,000,000. Each Class of Specified Refinancing Revolving Commitments incurred under this Section 2.23 shall be in an aggregate amount that is not less than $10,000,000.
(d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments incurred pursuant thereto (including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of or consistent with this Section 2.23.
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