Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, to request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, by an aggregate amount of increases to the Total Revolving Credit Commitment, Total Term Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, to the then existing Revolving Credit Commitments, or to the then existing Term Loan A Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred). (b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of Borrower’s request to increase the Total Revolving Credit Commitment, Total Term Loan A Commitment, or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent, the Arrangers and Borrower shall determine. In addition, the Agent and Arrangers shall, at Borrower’s request, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such), Arrangers and Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. In addition, the Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment. (c) On any Commitment Increase Date on which the Revolving Credit Commitment is increased, the Outstanding Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase. (d) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes and Term Loan B Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and such Term Loan B Lender’s Term Loan B Note shall equal its Term Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes, Bid Loan Notes, Term Loan A Notes and Term Loan B Notes replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellation. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Bid Loan Notes, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d), Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and/or Bid Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any surrendered Revolving Credit Notes, Term Loan A Notes and Term Loan B Notes shall be canceled and returned to Borrower. (e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment and/or the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, or the Total Term Loan B Commitment, as applicable:
Appears in 1 contract
Sources: Credit Agreement (CyrusOne Inc.)
Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the Revolving Credit Maturity Date, Date (as the Term Loan A Maturity Date same may be extended pursuant to §2.12 below) or the Term Loan B Maturity Date, as applicable, to request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or the Total Term Loan A Credit Commitment and/or the Total Term Loan B Commitment, by an aggregate amount of increases giving written notice to the Total Revolving Credit Commitment, Total Term Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and provided that any such individual increase must be in a minimum amount of $25,000,000.00 20,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agentthereof, and the Total Commitment shall not exceed $1,950,000,000.00. The execution and delivery In the event of the Increase Notice by Borrower shall constitute a representation Initial Term Increase, the Borrower, the Guarantors, the Agent and warranty by Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date Lenders providing any of such Increase Notice. The initial Term Loan Commitment(s) shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment Increase may (the “Term Loan Commitment Amendment”), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan that is entered into without consent of the Lenders not providing the initial Term Loan Commitments shall provide that: (A) there shall be allocatedno scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (which shall not restrict any mandatory prepayments required under §3.2 below), at Borrower’s option, (B) the Term Loans will rank pari passu in right of payment and with respect to security with the then existing Revolving Credit Commitments, or Loans and the borrower and guarantors of the Term Loan Commitment shall be the same as the Borrower and Guarantors with respect to the then existing Revolving Credit Loans, (C) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan A Commitments or shall be determined by the Borrower and the Term Loan B CommitmentsLenders, (D) the Term Loans may participate on a pro rata or any combination thereof less than pro rata (provided that no Commitment Increase may be allocated to any portion but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans, and (E) the final maturity date of the Total Commitment as to which the applicable maturity date (i.e., Term Loans shall be no earlier than the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred).
(b) . Upon receipt of any Increase Notice, the Agent shall consult with Arrangers KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Commitment and/or Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers applicable, pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determineddetermined (and/or such other fees as may be agreed to by Borrower and Agent), then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, Commitment and/or the Total Term Loan A Commitment, or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment, Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers KCM shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers KCM, and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender Lender, as applicable, and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. In addition, the The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Commitment and/or Term Loan A Commitment or Term Loan B Commitment.
(cb) On any Commitment Increase Date on which the Revolving Credit Commitment is increased, outstanding principal balance of the Outstanding Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be similarly adjusted. On any Commitment Increase Date Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in each case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans until converted to LIBOR Rate or Benchmark Loans, in accordance with the request of the Borrower, and the funds so advanced in an Alternative Currency shall be Benchmark Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Benchmark Loans prior to the last day of the applicable Interest Period or applicable Interest Payment Date, as the case may be, then the Borrower further shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to pay apply any amounts received by them pursuant to this §2.11(b) first to the Breakage Costs, if any, resulting from principal of any Commitment IncreaseBase Rate Loans held by such Lender and then to the principal of Benchmark Loans held by such Lender.
(dc) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, Term Loan A Notes and Term Loan B Notes as applicable, for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and such Term Loan B Lender’s Term Loan B Note shall equal its Term Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Note and/or Term Loan A Notes, Term Loan B Notes and Bid Loan NotesNote, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes, Bid Loan Notes, Notes and/or Term Loan A Notes and Term Loan B Notes replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellationLenders. Such new Revolving Credit Notes and/or Term Loan Notes, Term Loan A Notesas applicable, Term Loan B Notes and Bid Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, Notes and/or Term Loan A Notes, Term Loan B Notes and Bid Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Bid Term Loan Notes, as applicable. Upon Agent’s request within five (5) days of In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(d2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, Term Loan A Notesas applicable, Term Loan B Notes and/or Bid Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this AgreementAgreement or otherwise in form and substance reasonably satisfactory to the Agent. Any The surrendered Revolving Credit Notes and/or Term Loan Notes, Term Loan A Notes and Term Loan B Notes as applicable, shall be canceled and returned to the Borrower.
(ed) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment Commitment, and/or the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment or the Total Term Loan B Commitment, as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the applicable maturity date of such U.S. Dollar Revolving Credit Maturity DateLoans, the Alternative Currency/Dollar Revolving Credit Loans, Term Loan A Maturity Date Loans A, Term Loans B or the Term Loan B Maturity Date, as applicable, Loans C to request by delivery of written notice to Agent an increase in the Total U.S. Dollar Revolving Credit Commitment and/or Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment and/or Commitment, the Total Term Loan B Commitment, and/or the Total Term Loan C Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan A Commitment and the Commitment, Total Term Loan B Commitment and Total Term Loan C Commitment of up to $300,000,000 500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) 2,200,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocatedallocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, at Borrower’s option(2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, to (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, or (4) to the then existing Term Loan A Commitments or having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, (6) to the then existing Term Loan C Commitments having the same terms as the existing Term Loan C Commitments or (7) any combination thereof (provided that no Commitment Increase may be allocated satisfactory to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Agent and existing or additional U.S. Dollar Revolving Credit Maturity DateLenders, the Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Maturity Date or the Lenders, Term Loan B Maturity Date) has occurred)Lenders or Term Loan C Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, in connection with such increase in the Total U.S. Dollar Revolving Credit Commitment, the Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan B C Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan B C Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment or Term Loan C Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment or Term Loan C Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers KCM shall allocate the Commitment Increase among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers KCM and the Borrower) to become a U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender and/or Lender, Term Loan B Lender or Term Loan C Lender and provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable. In addition, the The Agent shall provide all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, with a notice setting forth the amount, if any, of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or Commitment, Term Loan B Commitment or Term Loan C Commitment, to be provided by each U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender and/or Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and the revised U.S. Dollar Revolving Credit Commitment Percentages, Alternative Currency/Dollar Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or Percentages, Term Loan B Commitment Percentages or Term Loan C Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan B C Commitment.
(c) On any Commitment Increase Date on which the outstanding principal balance of the U.S. Dollar Revolving Credit Commitment is increasedLoans, the Outstanding Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable, shall be reallocated among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C owed to each Revolving Credit Lender shall be equal to such Lender’s U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable. On any Increase Date with respect to an increase in the Total U.S. Dollar Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the U.S. Dollar Revolving Credit Lenders in Outstanding Swing Loans and Outstanding in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage is increasing shall advance the funds (in each case, in the applicable Currency) to the Agent and the funds so advanced shall be distributed among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable. The funds so advanced in Dollars shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan B C Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan A B Notes, Term Loan C Notes and Term a Swing Loan B Notes Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such U.S. Dollar Revolving Credit Lender’s Revolving Credit Note (U.S. Dollar) shall equal its U.S. Dollar Revolving Credit Commitment, such Alternative Currency/Dollar Revolving Credit Lender’s Revolving Credit Note (Alternative Currency/Dollar) shall equal its Alternative Currency/Dollar Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and such Term Loan B Lender’s Term Loan B Note shall equal its Term Loan B Commitment, such Term Loan C Lender’s Term Loan C Note shall equal its Term Loan C Commitment, and the Swing Loan Lender’s Swing Loan Note shall equal its Swing Loan Commitment. If there is an increase to the U.S. Dollar Revolving Credit Commitment, Borrower shall also execute and deliver to each U.S. Dollar Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Bid Swing Loan Notes, as applicable, Note to the respective Lenders in exchange for the Revolving Credit NotesNotes (U.S. Dollar), Bid Loan Notes, Term Loan A Notes and Term Loan B Notes replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellation. Such new Revolving Credit NotesNotes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes and Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan A Notes, Term Loan B Notes and Notes, Term Loan C Notes, Bid Loan NotesNotes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Term Loan C Notes, Bid Loan Notes or Bid Swing Loan NotesNote, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d)In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan A Notes, Term Loan B Notes and/or Notes, Term Loan C Notes, Bid Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any The surrendered Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan A B Notes, Term Loan C Notes, Bid Loan Notes and Term Swing Loan B Notes Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the U.S. Dollar Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total U.S. Dollar Revolving Credit Commitment and/or Commitment, the Agent and the Alternative Currency/Dollar Revolving Credit Lenders to increase the Total Alternative Currency/Dollar Revolving Credit Commitment, the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or Commitment, the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment or the Agent and the Term Loan C Lenders to increase the Total Term Loan C Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total U.S. Dollar Revolving Credit Commitment, the Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, or the Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable:
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Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, to request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total Revolving Credit Commitment, Total Term Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 200,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) 850,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, allocated (1) to the then existing Revolving Credit Commitments, or (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan Commitments, or (4) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders or Term Loan Lenders, as applicable, providing such additional Revolving Credit Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred)applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Commitment or Term Loan A Commitment and/or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders, Lenders or Term Loan A Lenders and/or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, Total Term Loan A Commitment, Commitment or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Commitment or Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Commitment or Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, Lenders or Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and the Arranger shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers Arranger and the Borrower) to become a Revolving Credit Lender, Lender or Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Commitment or Term Loan A Commitment and/or Term Loan B Commitment, as applicable. In addition, the The Agent shall provide all Revolving Credit Lenders, Lenders or Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Commitment or Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Lender or Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Percentages or Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment.
(c) On any Commitment Increase Date on which the outstanding principal balance of the Revolving Credit Commitment is increasedLoans or Term Loans, the Outstanding Revolving Credit Loans as applicable, shall be reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. On any Increase Date with respect to an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes and Term a Swing Loan B Notes Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, Commitment and such Term the Swing Loan B Lender’s Term Swing Loan B Note shall equal its Term Swing Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Swing Loan Notes, as applicable, Note to the respective Lenders in exchange for the Revolving Credit Notes, Bid Loan Notes, Term Loan A Notes and Term Swing Loan B Notes Note replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellationLenders. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Swing Loan Notes Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan A Notes, Term Notes or Swing Loan B Notes and Bid Loan NotesNote, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Bid Swing Loan NotesNote, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d)In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan A Notes, Term Notes and Swing Loan B Notes and/or Bid Loan Notes Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any The surrendered Revolving Credit Notes, Term Loan A Notes and Term Swing Loan B Notes Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment and/or or the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment or the Total Term Loan B Commitment, as applicable:
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Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the applicable maturity date of such Revolving Credit Maturity Date, the Loans or Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, Loans to request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or Commitment, the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total Revolving Credit Commitment, the Total Term A Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 300,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) 1,500,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, allocated (1) to the then existing Revolving Credit Commitments, or (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (4) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (5) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred)applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, Total Term Loan A Commitment, Commitment or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers KCM shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers KCM and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable. In addition, the The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment.
(c) On any Commitment Increase Date on which the outstanding principal balance of the Revolving Credit Commitment is increasedLoans, the Outstanding Revolving Credit Term Loans A or Term Loans B, as applicable, shall be reallocated among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans, Term Loans A or Term Loans B owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. On any Increase Date with respect to an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes and Notes, Term Loan B Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and Commitment such Term Loan B Lender’s Term Loan B Note and the Swing Loan Lender’s Swing Loan Note shall equal its Term Swing Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Bid Swing Loan Notes, as applicable, Note to the respective Lenders in exchange for the Revolving Credit Notes, Bid Term Loan A Notes, Term Loan A B Notes, Bid Loan Notes and Term Swing Loan B Notes Note replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellationLenders. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Notes, Bid Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term A Loan A Notes, Term Loan B Notes and Notes, Bid Loan NotesNotes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes or Bid Swing Loan NotesNote, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d)In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term A Loan A Notes, Term Loan B Notes and/or Notes, Bid Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any The surrendered Revolving Credit Notes, Term Loan A Notes and Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment and/or Commitment, the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment or the Total Term Loan B Commitment, as applicable:
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Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the applicable maturity date of such Revolving Credit Maturity Date, the Loans or Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, Loans to request by delivery of written notice to Agent an increase in the Total Revolving Credit Commitment and/or Commitment, the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total Revolving Credit Commitment, the Total Term A Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 200,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) 1,100,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, allocated (1) to the then existing Revolving Credit Commitments, or (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (4) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (5) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred)applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, Total Term Loan A Commitment, Commitment or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers KCM shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers KCM and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable. In addition, the The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment.
(c) On any Commitment Increase Date on which the outstanding principal balance of the Revolving Credit Commitment is increasedLoans, the Outstanding Revolving Credit Term Loans A or Term Loans B, as applicable, shall be reallocated among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans, Term Loans A or Term Loans B owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. On any Increase Date with respect to an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes and Notes, Term Loan B Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and Commitment such Term Loan B Lender’s Term Loan B Note and the Swing Loan Lender’s Swing Loan Note shall equal its Term Swing Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Swing Loan Notes, as applicable, Note to the respective Lenders in exchange for the Revolving Credit Notes, Bid Term Loan A Notes, Term Loan A B Notes and Term Swing Loan B Notes Note replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellationLenders. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Swing Loan Notes Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term A Loan A Notes, Term Loan B Notes and Bid or Swing Loan NotesNote, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Bid Swing Loan NotesNote, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d)In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term A Loan A Notes, Term Loan B Notes and/or Bid and Swing Loan Notes Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any The surrendered Revolving Credit Notes, Term Loan A Notes and Notes, Term Loan B Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment and/or or the Agent and Agent, the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or and Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment or the Total Term Loan B Commitment, as applicable:
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Sources: Credit Agreement (QualityTech, LP)
Increase in Total Commitment. (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the date which is ninety (90) days prior to the applicable maturity date of such U.S. Dollar Revolving Credit Maturity DateLoans, the Alternative Currency/Dollar Revolving Credit Loans, Term Loan A Maturity Date Loans or the Term Loan B Maturity Date, as applicable, Loans to request by delivery of written notice to Agent an increase in the Total U.S. Dollar Revolving Credit Commitment and/or Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term A Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 500,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) 2,020,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocatedallocated (1) to the then existing U.S. Dollar Revolving Credit Commitments, at Borrower’s option(2) to the then existing Alternative Currency/Dollar Revolving Credit Commitments, to (3) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, or (4) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (5) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (6) any combination thereof satisfactory to Agent and existing or additional U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred)applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable, in connection with such increase in the Total U.S. Dollar Revolving Credit Commitment, the Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arrangers KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment, Commitment or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment, and/or Commitment or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers KCM shall allocate the Commitment Increase among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional U.S. Dollar Revolving Credit Commitments, Alternative Currency/Dollar Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM or the Arrangers and Borrower may, but shall determine. In addition, the Agent and Arrangers shall, at Borrower’s requestnot be obligated to, invite one or more banks or lending institutions selected by Borrower (which banks or lending institutions shall be reasonably acceptable to Agent (in its capacity as such)Agent, Arrangers KCM and the Borrower) to become a U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender and provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, as applicable. In addition, the The Agent shall provide all U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders and/or or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment and/or or Term Loan B Commitment, to be provided by each U.S. Dollar Revolving Credit Lender, Alternative Currency/Dollar Revolving Credit Lender, Term Loan A Lender and/or or Term Loan B Lender, as applicable, and the revised U.S. Dollar Revolving Credit Commitment Percentages, Alternative Currency/Dollar Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional U.S. Dollar Revolving Credit Commitment, Alternative Currency/Dollar Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment.
(c) On any Commitment Increase Date on which the outstanding principal balance of the U.S. Dollar Revolving Credit Commitment is increasedLoans, the Outstanding Alternative Currency/Dollar Revolving Credit Loans, Term Loans A or Term Loans B, as applicable, shall be reallocated among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A or Term Loans B owed to each Revolving Credit Lender shall be equal to such Lender’s U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the Outstanding outstanding principal amount of all U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. On any Increase Date with respect to an increase in the Total U.S. Dollar Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the U.S. Dollar Revolving Credit Lenders in Outstanding Swing Loans and Outstanding in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage is increasing shall advance the funds (in each case, in the applicable Currency) to the Agent and the funds so advanced shall be distributed among the U.S. Dollar Revolving Credit Lenders, Alternative Currency/Dollar Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, whose U.S. Dollar Revolving Credit Commitment Percentage, Alternative Currency/Dollar Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding U.S. Dollar Revolving Credit Loans, Alternative Currency/Dollar Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. The funds so advanced in Dollars shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total U.S. Dollar Revolving Credit Commitment, Total Alternative Currency/Dollar Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan A B Notes and Term a Swing Loan B Notes Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such U.S. Dollar Revolving Credit Lender’s Revolving Credit Note (U.S. Dollar) shall equal its U.S. Dollar Revolving Credit Commitment, such Alternative Currency/Dollar Revolving Credit Lender’s Revolving Credit Note (Alternative Currency/Dollar) shall equal its Alternative Currency/Dollar Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and Commitment such Term Loan B Lender’s Term Loan B Note and the Swing Loan Lender’s Swing Loan Note shall equal its Term Swing Loan B Commitment. If there is an increase to the U.S. Dollar Revolving Credit Commitment, Borrower shall also execute and deliver to each U.S. Dollar Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Bid Swing Loan Notes, as applicable, Note to the respective Lenders in exchange for the Revolving Credit NotesNotes (U.S. Dollar), Bid Loan Notes, Term Loan A Notes and Term Loan B Notes replaced thereby which shall be surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellation. Such new Revolving Credit NotesNotes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes and Notes, Bid Loan Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan A Notes, Term Loan B Notes and Notes, Bid Loan NotesNotes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan B Notes, Bid Loan Notes or Bid Swing Loan NotesNote, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d)In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit NotesNotes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term A Loan A Notes, Term Loan B Notes and/or Notes, Bid Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any The surrendered Revolving Credit Notes (U.S. Dollar), Revolving Credit Notes (Alternative Currency/Dollar), Term Loan A Notes, Term Loan A B Notes, Bid Loan Notes and Term Swing Loan B Notes Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the U.S. Dollar Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total U.S. Dollar Revolving Credit Commitment and/or Commitment, the Agent and the Alternative Currency/Dollar Revolving Credit Lenders to increase the Total Alternative Currency/Dollar Revolving Credit Commitment, the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total U.S. Dollar Revolving Credit Commitment, the Total Alternative Currency/Dollar Revolving Credit Commitment, the Total Term Loan A Commitment, Commitment or the Total Term Loan B Commitment, as applicable:
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