Common use of Terms of New Revolving Loans and Commitments Clause in Contracts

Terms of New Revolving Loans and Commitments. (i) Any Additional Incremental Revolving Loan Commitments shall be, except as otherwise set forth herein (including Section 2.20(f)), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving Commitments; provided that, to the extent such terms and documentation are not consistent with the existing Term Loans (but excluding any terms applicable only after the applicable Revolving Maturity Date, they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B), for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Revolving Commitments receive the benefit of such terms or conditions through their addition to the Loan Documents) and (ii)(A) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same as the Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental Increase, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments and (B) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date; provided, that the Administrative Agent’s, the Issuing Bank’s, the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Terms of New Revolving Loans and Commitments. (i) Any Additional Incremental Revolving Loan Commitments (including if established as a separate facility) shall be, except as otherwise set forth herein (including Section 2.20(f)), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving CommitmentsCommitments (and, for the avoidance of doubt, no consent shall be required from the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) or any other Lender); provided that, to the extent such terms and documentation are not consistent with the existing Term Revolving Loans (but excluding any terms applicable only after the applicable Revolving Maturity Date), they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B), for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Additional Revolving Commitments receive the benefit of such terms or conditions through their addition to the Loan Documents) and (ii)(A) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same as the Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase, and any terms more restrictive of the Borrower may be added for the benefit of the Revolving Lenders under the Revolving Commitments being increased), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental Commitment Increase, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Commitment Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments and (B) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date; provided, that the Administrative Agent’s, the applicable Issuing Bank’s, the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment solely to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Terms of New Revolving Loans and Commitments. (i) Any Additional Incremental Revolving Loan Commitments (including if established as a separate facility) shall be, except as otherwise set forth herein (including Section 2.20(f2.19(f)), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving Commitments; provided that, to the extent such terms and documentation are not consistent with the existing Term Loans Commitments (but excluding any terms applicable only after the applicable Revolving Maturity Date, they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B)and, for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that avoidance of doubt, no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Revolving Commitments receive the benefit of such terms or conditions through their addition (except to the Loan Documentsextent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) and or any other Lender); provided that (ii)(AA) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same as the Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase, and any terms more restrictive of the Borrower under such Revolving Commitment Increase if such more restrictive terms are added for the benefit of all Revolving Lenders under the Revolving Commitments being increased), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental Commitment Increase, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Commitment Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments Commitments; provided that the Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (II); and (B) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date; provided, that the Administrative Agent’s, the applicable Issuing Bank’s, the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment solely to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Terms of New Revolving Loans and Commitments. (i) Any Additional Incremental Revolving Loan Commitments shall be, except as otherwise set forth herein (including Section 2.20(f)), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving Commitments; provided that, to the extent such terms and documentation are not consistent with the existing Term Revolving Loans (but excluding any terms applicable only after the applicable Revolving Maturity Date), they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B), for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Additional Revolving Commitments receive the benefit of such terms or conditions through their addition to the Loan Documents) and (ii)(A) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same as the Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental Commitment Increase, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Commitment Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments and (B) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date; provided, that the Administrative Agent’s, the applicable Issuing Bank’s, the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Terms of New Revolving Loans and Commitments. (i) Any Additional Incremental Revolving Loan Commitments (i) shall beprovide for repayments of Incremental Revolving Loans on a pro rata basis with the Revolving Commitments, except and (ii) shall have the same terms as otherwise set forth herein (including Section 2.20(f)), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving Commitments; provided that, to the extent such terms and documentation are not consistent with the existing Term Loans (but excluding any terms applicable only after the applicable Revolving Maturity Date, they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B), for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Revolving Commitments receive the benefit of such terms or conditions through their addition to the Loan Documents) and (ii)(A) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same as the Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental IncreaseCommitments, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments and (B) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity DateCommitments; provided, that further, the Administrative Agent’s, the Issuing Bank’s, ’s and the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan.

Terms of New Revolving Loans and Commitments. (i) Any Additional On any Increase Effective Date on which Incremental Revolving Loan Commitments shall beare effected, except as otherwise set forth herein (including subject to the satisfaction or waiver of the foregoing terms and conditions in Section 2.20(f)2.20(b), on terms and pursuant to documentation to be determined by the Borrower and the lenders providing such Additional Incremental Revolving Commitments; provided that, (a) to the extent such terms and documentation are not consistent with the existing Term Loans (but excluding any terms applicable only after the applicable Revolving Maturity Date, they shall either (A) reflect (as determined by the Borrower in good faith) market terms and conditions (taken as a whole) at the time of (subject to Section 1.06) incurrence or effectiveness or (B) be reasonably satisfactory to the Administrative Agent (except, in the case of either clause (A) or (B), for covenants or other provisions applicable only to periods after the applicable Revolving Maturity Date) (except for covenants or other provisions applicable only to periods after the Revolving Maturity Date) (it being understood that no consent shall be required from the Administrative Agent for any terms or conditions if the Lenders under the Revolving Commitments existing on the date of incurrence of such Incremental Revolving Loan Commitments receive the benefit of such terms or conditions through their addition to the Loan Documents) and (ii)(A) in the case of a Revolving Commitment Increase, (I) the maturity date of such Revolving Commitment Increase shall be the same are documented solely as the Revolving Maturity Date applicable an increase to the Revolving Commitments subject to such increaseCommitments, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date applicable to the Revolving Commitments subject to such increase, and the Revolving Commitment Increase shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Commitments subject to such increase (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Commitments being increased may be increased for all Revolving Lenders under the Revolving Commitments being increased, and additional upfront or similar fees may be payable to the Lenders participating in the Revolving Commitment Increase without any requirement to pay such amounts to any Revolving Lenders that do not participate in such increase), and (II) each of the applicable Revolving Lenders shall be deemed to have assigned to each Lender with Incremental Revolving Loan Commitments in respect of a Revolving Incremental IncreaseCommitments, and each such Lender shall be deemed to have purchased from each of the applicable Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on the effective date of such increase Increased Effective Date as shall be necessary in order that, immediately after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing applicable Revolving Lenders and Incremental Revolving Loan Lenders in respect of such Revolving Incremental Increase ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Commitments and Commitments, (Bb) in the case of an Additional Revolving Commitment, the maturity date of such Additional Revolving Commitment shall be no earlier than the Revolving Maturity Date and such Additional Revolving Commitment shall require no scheduled amortization or mandatory commitment reduction prior to the final Revolving Maturity Date; provided, that the Administrative Agent’s, the Issuing Bank’s, the Swing Line Lender’s and the Borrower’s consent shall be required to each Person providing any portion of an Incremental Revolving Loan Commitment to the same extent, and in the same manner, as if such Person had taken assignment of Revolving Commitments pursuant to Section 10.04. Each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan, (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Loan Commitment and all matters relating thereto, (d) with respect to any new Incremental Revolving Credit Commitment that is not an increase to the existing Revolving Credit Commitments, the maturity date of any such Incremental Revolving Loan Commitment (as extended from time to time pursuant to Section 2.21) shall not be earlier than the Revolving Maturity Date, (e) an Incremental Revolving Commitment shall require no scheduled amortization prior to the Revolving Maturity Date or differing mandatory commitment reduction prior to the Revolving Maturity Date than the Revolving Loan Commitments existing as of the Increase Effective Date and (f) all other terms (other than margin, pricing and fees which shall be subject to Section 2.20(f)) shall either be (i) substantially consistent (taken as a whole) with terms applicable to the Revolving Commitments existing on the Increase Effective Date, (ii) no more favorable (taken as a whole) to the Incremental Revolving Loan Commitments than those applicable to the Revolving Loan Commitments existing as of the Increase Effective Date as reasonably determined by the Borrowers or (iii) reasonably acceptable to the Administrative Agent (in each case, except for terms applicable only to periods after the Revolving Maturity Date).