Common use of Adjustment of Revolving Loans Clause in Contracts

Adjustment of Revolving Loans. To the extent the Aggregate Revolving Commitments are being increased on the relevant Incremental Effective Date, then each of the Revolving Lenders having a Revolving Commitment prior to such Incremental Effective Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an additional Revolving Commitment on the Incremental Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to such Incremental Revolving Commitments (and after giving effect to any Revolving Loans made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordingly.

Adjustment of Revolving Loans. To the extent the Aggregate If any Revolving Commitments are being increased Loan or Letter of Credit shall be outstanding on the relevant Incremental Increase Effective Date, then the Borrower shall have borrowed Revolving Loans from each of the Lenders providing Incremental Revolving Lenders having a Revolving Commitment prior to such Incremental Effective Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an additional Revolving Commitment Commitments on the Incremental Increase Effective Date (the “Post-Increase Revolving Lenders”)Date, and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase have made Revolving Lender, at Loans to the principal amount thereof, such interests Borrower (in the Revolving Loans case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)) and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary deemed to have acquired participations in order thatany outstanding Letters of Credit, after giving effect to all such assignments or transfers and purchases, such Revolving Loans (notwithstanding the provisions of Section 2.15 requiring that borrowings and participation interests in L/C Obligations and Swing Line Loans will prepayments be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders made ratably in accordance with their Applicable Percentages the principal amounts of the Loans held by the Lenders) the Borrower in coordination with the Administrative Agent shall have taken such actions, including, if necessary, prepaying Loans held by the other Revolving Lenders (together with accrued interest thereon and any amounts owing pursuant to Section 2.13 as a result of such payment) in such amounts as may be necessary so that after giving effect to such Incremental Revolving Loans, purchases and prepayments the Revolving Loans (and Interest Period(s) of Eurodollar Loan(s)) and the LC Exposure shall be held by the Revolving Lenders pro rata in accordance with the respective amounts of their Revolving Commitments (and as so increased) and, in that connection, the applicable Issuing Bank shall be deemed to have released any Revolving Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to any such Increase Effective Date shall make such Revolving Loans made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordingly2.01(b).

Adjustment of Revolving Loans. To the extent the Aggregate Revolving Commitments of a Tranche are being increased on the relevant Incremental Effective DateDate through Incremental Existing Tranche Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment under such Tranche prior to such Incremental Effective Date (such Revolving Lenders, Lenders the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an a new or additional Revolving Commitment under such Tranche on the Incremental Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans of such Tranche and participation interests in L/C Obligations and Swing Line Loans Liabilities of such Tranche (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans of such Tranche and participation interests in L/C Obligations and Swing Line Loans Liabilities of such Tranche will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages Revolving Commitments of such Tranche after giving effect to such Incremental Revolving Commitments (and after giving effect to any Revolving Loans of such Tranche made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.0613.05. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans Liabilities assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c2.12(d) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans Liabilities in respect of the relevant new or additional Revolving Commitments of such Tranche acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly. In addition, the L/C Sublimit may be increased by an amount not to exceed the amount of any increase in Revolving Commitments with the consent of the applicable L/C Lenders that agreed to provide Letters of Credit under such increase in the L/C Sublimit and the holders of Incremental Revolving Commitments providing such increase in Revolving Commitments.

Adjustment of Revolving Loans. To the extent the Aggregate If there are any outstanding Revolving Commitments are being increased Loans or Letters of Credit on the relevant Incremental Effective any Increase Closing Date, then each of the Revolving Lenders having a Revolving Commitment prior to such Incremental Effective Increase Closing Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an providing a new or additional Revolving Commitment on the Incremental Effective Increase Closing Date (such Revolving Lenders, the “Post-Increase Revolving Additional Commitment Lenders”), and such Post-Increase Revolving Additional Commitment Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Increase Closing Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Additional Commitment Lenders ratably in accordance with their Applicable Percentages Revolving Commitments after giving effect to such Incremental Revolving Commitments Commitment Increase (and after giving effect to any Revolving Loans made on the relevant Incremental Effective Increase Closing Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.0610.06. For In addition, the avoidance Letter of doubt, Revolving Loans and participation interests Credit Sublimit may be increased by an amount not to exceed the amount of any increase in Commitments with the consent of the L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date Issuers and the terms holders of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordinglyCommitment Increase.

Adjustment of Revolving Loans. To the extent necessary for the Aggregate Revolving Commitments are being increased on Loans and participation interests in L/C Liabilities and Swingline Loans under the relevant Incremental Effective Date, then each of Closing Date Revolving Facility to be held by the Revolving Lenders having a Revolving Commitment prior to such (including the Incremental Effective Date (such Existing Tranche Revolving Lenders, the “Pre-Increase ) ratably in accordance with their Closing Date Revolving Lenders”) shall assign or transfer Commitments after giving effect to Incremental Existing Tranche Revolving Commitments (and after giving effect to any Revolving Lender which is acquiring an additional Revolving Commitment Loans made on the Incremental Effective Date (the “Post-Increase Revolving Lenders”Date), the Incremental Existing Tranche Revolving Lenders and such Post-Increase the other Revolving Lenders shall purchase from each such Pre-Increase Revolving Lenderassign, transfer or purchase, as applicable, at the principal amount thereof, such interests in the Revolving Loans and participation interests in L/C Obligations Liabilities and Swing Line Swingline Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to such Incremental Revolving Commitments (and after giving effect to any Revolving Loans made on the relevant Incremental Effective Date), or take such other actions as Administrative Agent may determine to be necessary. Such assignments assignments, transfers or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.0613.05 of the Credit Agreement. For Administrative Agent is authorized and directed to take such actions and make such entries in the avoidance Register as shall be necessary or appropriate to effectuate this Section 3.5. Each of doubtthe Revolving Lenders party hereto agrees to waive any breakage costs pursuant to Section 5.05 of the Credit Agreement that may arise due to the reallocation set forth in this Section 3.5. In addition, each Incremental Existing Tranche Revolving Lender acknowledges that the Interest Period with respect to the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) allocated to it pursuant to this Section 2.16(c) shall, upon receipt thereof 3.5 shall be the same Interest Period applicable to the outstanding Revolving Loans held by the relevant Post-Increase other Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordingly.

Adjustment of Revolving Loans. To the extent the Aggregate If any Revolving Commitments are being increased Loan or Letter of Credit shall be outstanding on the relevant Incremental Increase Effective Date, then the Borrower shall have borrowed Revolving Loans from each of the Lenders providing Incremental Revolving Lenders having a Revolving Commitment prior to such Incremental Effective Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an additional Revolving Commitment Commitments on the Incremental Increase Effective Date (the “Post-Increase Revolving Lenders”)Date, and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase have made Revolving Lender, at Loans to the principal amount thereof, such interests Borrower (in the Revolving Loans case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)) and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary deemed to have acquired participations in order thatany outstanding Letters of Credit, after giving effect to all such assignments or transfers and purchases, such Revolving Loans (notwithstanding the provisions of Section 2.15 requiring that borrowings and participation interests in L/C Obligations and Swing Line Loans will prepayments be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders made ratably in accordance with their Applicable Percentages the principal amounts of the Loans held by the Lenders) the Borrower in coordination with the Adminis trative Agent shall have taken such actions, including, if necessary, prepaying Loans held by the other Revolving Lenders (together with accrued interest thereon and any amounts owing pursuant to Section 2.13 as a result of such payment) in such amounts as may be necessary so that after giving effect to such Incremental Revolving Loans, purchases and prepayments the Revolving Loans (and Interest Period(s) of Eurodollar Loan(s)) and the LC Exposure shall be held by the Revolving Lenders pro rata in accordance with the respective amounts of their Revolving Commitments (and as so increased) and, in that connection, the applicable Issuing Bank shall be deemed to have released any Revolving Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation. If there is a new borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to any such Increase Effective Date shall make such Revolving Loans made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordingly2.01(b).

Adjustment of Revolving Loans. To the extent the Aggregate Revolving Commitments of a Tranche are being increased on the relevant Incremental Effective Date, then each of the Revolving Lenders having a Revolving Commitment of such Tranche prior to such Incremental Effective Date (such Revolving Lenders, Lenders the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an a new or additional Revolving Commitment under such Tranche on the Incremental Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans under such Tranche and participation interests in L/C Obligations Liabilities under such Tranche and Swing Line Swingline Loans under such Tranche (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Obligations Liabilities and Swing Line Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages Revolving Commitments of such Tranche after giving effect to such Incremental Revolving Commitments (and after giving effect to any Revolving Loans of such Tranche made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.0613.05. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations Liabilities and Swing Line Swingline Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c2.12(d) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations Liabilities and Swing Line Swingline Loans in respect of the relevant new or additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including including, without limitation, the interest rate and maturity applicable thereto) shall be adjusted accordingly. In addition, the L/C Sublimit may be increased by an amount not to exceed the amount of any increase in Revolving Commitments with the consent of the applicable L/C Lenders that agreed to provide Letters of Credit under such increase in the L/C Sublimit.

Adjustment of Revolving Loans. To the extent the Aggregate Revolving Commitments are being increased on the relevant Increase Effective Date pursuant to an Incremental Revolving Increase, then the Administrative Agent and Borrower shall determine the final allocation of such increase on the Increase Effective Date and the Administrative Agent shall promptly notify Borrower and the Revolving Lenders of the final allocation of such increase and the Increase Effective Date. On the Increase Effective Date, then each of the Revolving Lenders having a Revolving Commitment prior to such Incremental Increase Effective Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an a new or additional Revolving Commitment on the Incremental Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each such Pre-Increase Revolving Lender, at the principal amount thereof, Lender such interests in the Revolving Loans and participation interests in L/C Obligations and Swing Line Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Increase Effective Date as Date, and purchase Revolving Loans from Pre-Increase Revolving Lenders (or Borrower shall be necessary in order that, prepay Revolving Loans of Pre-Increase Revolving Lenders (and pay any additional amounts required pursuant to Section 3.05) and borrow Revolving Loans from Post-Increase Revolving Lenders) pursuant to procedures reasonably acceptable to Borrower and the Administrative Agent such that after giving effect to all such assignments or transfers and purchasespurchases and repayments and borrowings, such Revolving Loans and participation interests in L/C Obligations and Swing Line Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages Revolving Commitments after giving effect to such Incremental increased Revolving Commitments (and after giving effect to any Revolving Loans made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevant Incremental Effective Date and the terms of such Revolving Loans and participation interests (including the interest rate and maturity applicable thereto) shall be adjusted accordinglyCommitments.

Adjustment of Revolving Loans. To the extent the Aggregate Revolving Commitments are being increased on the relevant Incremental On each Increase Effective Date, then each of the Revolving Lenders having a Revolving Commitment prior to such Incremental Increase Effective Date (such Revolving Lenders, the “Pre-Increase Revolving Lenders”) shall assign or transfer be deemed to any Revolving Lender have assigned (automatically and, subject to receipt of the purchase price therefor as provided below, without further act) to each person which is acquiring an additional making any of the increased Revolving Commitment Commitments on the Incremental Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall be required to purchase from each such Pre-Increase Revolving Lender, at the principal amount thereofthereof (to the extent funded) and shall be deemed to have assumed (automatically, and, subject to payment of the purchase price therefor, without further act), such interests in the Revolving Loans and participation interests in L/C Obligations LC Exposure and Swing Line Swingline Loans (but not, for the avoidance of doubt, the related Revolving Commitments) outstanding on such Incremental Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments or transfers and purchasesassumptions, such Revolving Loans and participation interests in L/C Obligations LC Exposure and Swing Line Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Applicable Percentages Revolving Commitments after giving effect to such Incremental increased Revolving Commitments (and after giving effect all such payments to any Revolving Loans made on the relevant Incremental Effective Date). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designated by the Administrative Agent and shall not be required to be effectuated in accordance with Section 11.06. For the avoidance of doubt, Revolving Loans and participation interests in L/C Obligations and Swing Line Loans assigned or transferred and purchased (or re-allocated) pursuant to this Section 2.16(c) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Revolving Loans and participation interests in L/C Obligations and Swing Line Loans in respect of the relevant additional Revolving Commitments acquired by such Post-Increase Revolving Lenders on to the relevant Incremental Effective Date Administrative Agent for the benefit of the Pre-Increase Revolving Lenders for distribution to the Pre-Increase Revolving Lenders or as otherwise set forth below). The minimum assignment amounts and the terms processing and recordation fee specified in Section 10.04(b) shall not apply to assignments effected pursuant to the immediately preceding sentence. If there is a new Borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Revolving Commitment Increase shall make such Revolving Loans in accordance with Section 2.01(b) (provided that notwithstanding any other provision hereof, but subject to the other provisions of this Section 2.19(d), the Administrative Agent may offset the amount of any payments required to be made by any Pre-Increase Revolving Lender in connection with such new Borrowing of Revolving Loans against the amount of any payments received by the Administrative Agent for the benefit of such Pre-Increase Revolving Lender pursuant to this Section 2.19(d) in connection with such Revolving Commitment Increase (such payments to be applied by the Administrative Agent to fund such new Borrowing), and participation interests (including the interest rate and maturity applicable thereto) such Pre-Increase Revolving Lender shall be adjusted accordinglydeemed to have funded its ratable portion of such new Borrowing to the extent of such offset).