Extension Offer. (a) The Borrower may on one occasion no more than 60 days but no fewer than 30 days prior to the first anniversary of the Delivery Date request that all or a portion of the Commitments existing at the time of such request (each, an “Existing Commitment” and any related Loans, “Existing Loans”; each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”) be converted to extend by one year from the Initial Maturity Date (any such Existing Commitments which have been so extended, “Extended Commitments” and any related Loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into the Extension Amendment (as defined below) (1) the undrawn revolving credit commitment fee rate with respect to the Extended Commitments may be different from such rate for Existing Commitments and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Initial Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwise, (1) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)) of the Extended Loans under any Extended Commitments shall be made on a pro rata basis with any borrowings and repayments of the Existing Loans under the Existing Commitments (the mechanics for which may be implemented through the Extension Amendment and may include technical changes related to the borrowing and replacement procedures of the Existing Commitments), (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the assignment and participation provisions set forth in Section 13.04 and (3) subject to the applicable limitations set forth in Section 3.02, permanent repayments of Extended Loans (and corresponding permanent reduction in the related Extended Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree to have any of its Loans or Commitments of any Existing Class converted into Extended Loans or Extended Commitments pursuant to the Extension Request. Any Extended Commitments of any Extension Class shall constitute a separate class of commitments from Existing Commitments (together with any other Extended Commitments so established on such date). (b) The Borrower shall provide the Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.14. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in the Extension Request of the amount of its Commitments which it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in each such Extension Election or as may be otherwise agreed to in the Extension Amendment. (c) Extended Commitments shall be established pursuant to an amendment (the “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 13.12, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders; provided that the Extended Commitments shall be extended pursuant to the Extension Amendment only if the total of the Commitments and Loans of the Lenders that are Extended Commitments and related Extended Loans represents an amount greater than 50% of the Total Commitment in effect immediately prior to the giving effect to such Extension Amendment. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this Section 2.14 and the arrangements described above in connection therewith. Notwithstanding anything to the contrary in this Section 2.14(c) and without limiting the generality or applicability of Section 13.12 to any Section 2.14 Additional Amendments (as defined below), the Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.14 Additional Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.14 Additional Amendments are within the requirements of Section 2.14(a) and do not become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of the Extended Loans provided for in the Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 13.12. (d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Commitments are converted to extend the related scheduled maturity date in accordance with paragraph (a) above (the “Extension Date”), in the case of the Existing Commitments of each Extending Lender, the aggregate principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate class of revolving credit commitments from the Existing Commitments (together with any other Extended Commitments so established on such date) and (B) if, on the Extension Date, any Existing Loans of any Extending Lender are outstanding under the Existing Commitments, such Existing Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) in the same proportion as such Extending Lender’s Existing Commitments to Extended Commitments. (e) No exchange of Loans or Commitments pursuant to the Extension Amendment in accordance with this Section 2.14 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
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Extension Offer. (a) The Borrower may on one occasion no more than 60 days but no fewer than 30 days prior Subject to the first anniversary proviso to subsection (A) above, any Loan Party may from time to time solicit Discount Range Prepayment Offers by providing notice to the Auction Agent in the form of the Delivery Date request a Discount Range Prepayment Notice; provided that all or a portion of the Commitments existing (I) any such solicitation shall be extended, at the time sole discretion of such request Loan Party, to (each, an “Existing Commitment” and any related Loans, “Existing Loans”; x) each Existing Commitment and related Existing Loans together being referred to as an “Existing Class”Lender and/or (y) be converted to extend by one year from the Initial Maturity Date (any such Existing Commitments which have been so extended, “Extended Commitments” and any related Loans, “Extended Loans”) and to provide for other terms consistent with this Section 2.14. Prior to entering into the Extension Amendment (as defined below)
(1) the undrawn revolving credit commitment fee rate each Lender with respect to the Extended Commitments may be different from such rate for Existing Commitments and (2) the Extension Amendment may provide for other covenants and terms that apply to any period after the Initial Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.14 or otherwiseClass of Term Loans on an individual Class basis, (1II) any such notice shall specify the borrowing maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and repayment the maximum and minimum percentage discounts to par (other than in connection with a permanent repayment and termination of commitments (which shall be governed by clause (3) below)the “Discount Range”) of the Extended principal amount of such Term Loans under any Extended Commitments shall with respect to each relevant Class of Term Loans willing to be made on a pro rata basis with any borrowings and repayments of the Existing Loans under the Existing Commitments prepaid by such Loan Party (the mechanics for which it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be implemented through the Extension Amendment and may include technical changes related offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the borrowing and replacement procedures terms of the Existing Commitmentsthis Section), (2III) assignments and participations of Extended Commitments and Extended Loans the Discount Range Prepayment Amount shall be governed in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the assignment Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and participation provisions set forth in Section 13.04 and (3) subject a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable limitations set forth in Section 3.02, permanent repayments Class or Classes and the maximum aggregate principal amount and Classes of Extended such Lender’s Term Loans (and corresponding permanent reduction in the related Extended Commitments“Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be permitted as may be agreed between the Borrower and the Lenders thereof. No Lender shall have any obligation to agree deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans or Commitments of at any Existing Class converted into Extended Loans or Extended Commitments pursuant discount to the Extension Request. Any Extended Commitments of any Extension Class shall constitute a separate class of commitments from Existing Commitments (together with any other Extended Commitments so established on such date).
(b) The Borrower shall provide the Extension Request at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.14. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in the Extension Request of the amount of its Commitments which it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in each such Extension Election or as may be otherwise agreed to in the Extension Amendment.
(c) Extended Commitments shall be established pursuant to an amendment (the “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 13.12, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders; provided that the Extended Commitments shall be extended pursuant to the Extension Amendment only if the total of the Commitments and Loans of the Lenders that are Extended Commitments and related Extended Loans represents an amount greater than 50% of the Total Commitment in effect immediately prior to the giving effect to such Extension Amendment. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this Section 2.14 and the arrangements described above in connection therewith. Notwithstanding anything to the contrary in this Section 2.14(c) and without limiting the generality or applicability of Section 13.12 to any Section 2.14 Additional Amendments (as defined below), the Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.14 Additional Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.14 Additional Amendments are their par value within the requirements of Section 2.14(a) and do not become effective prior to the time that such Section 2.14 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of the Extended Loans provided for in the Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.14 Additional Amendments to become effective in accordance with Section 13.12Discount Range.
(d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any Existing Commitments are converted to extend the related scheduled maturity date in accordance with paragraph (a) above (the “Extension Date”), in the case of the Existing Commitments of each Extending Lender, the aggregate principal amount of such Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and such Extended Commitments shall be established as a separate class of revolving credit commitments from the Existing Commitments (together with any other Extended Commitments so established on such date) and (B) if, on the Extension Date, any Existing Loans of any Extending Lender are outstanding under the Existing Commitments, such Existing Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and related participations) in the same proportion as such Extending Lender’s Existing Commitments to Extended Commitments.
(e) No exchange of Loans or Commitments pursuant to the Extension Amendment in accordance with this Section 2.14 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
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