New Revolving Commitment Lenders. Following any Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provide Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for # payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and # repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The 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 the immediately preceding sentence.
New Revolving Commitment Lenders. Following any Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provide Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit CommitmentsCommitments. The may at any time and from time to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectivenesstime request that all or a portion of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Scheduled Termination Date with respect to all existingor a portion of any principal amount of such Revolving Credit Lenders of each Class specified in the Extension Amendment in accordanceCommitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this [Section 2.17] will; provided that there shall be permanently reduced pro rata by an aggregate amount equalno more than two (2) Classes of Revolving Loans and Revolving Credit Commitments outstanding at any time. In order to establish any Extended Revolving Credit Commitments, the shall provide a notice to the aggregate principal amount (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Extension Request”) setting forth the proposed terms (which shall be determined in consultation with the ) of the Extended Revolving Credit Commitments ofto be established, which shall # be identical as offered to each Lender under such New Revolving Commitment LendersExisting Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and # be identical to the Revolving Credit Commitment of eachCommitments under the Existing Revolver Tranche from which such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments are to be amended, except that: # the Scheduled Termination Date of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments shall be later than the Scheduled Termination Date of existingthe Revolving Credit LendersCommitments of such Existing Revolver Tranche, # the Extension Amendment may provide for other covenants and terms that # apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments) or # are incorporated hereunder pursuantreasonably satisfactory to this [Section 2.17],the and the to incorporate such more restrictive provisions for the avoidancebenefit of doubt,the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent of any Lender); and # all Borrowingsborrowings under the Revolving Credit Commitments and repayments of Revolving Loans from and after the effectiveness of such Extension Amendmentthereunder shall be made on a pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) exceptbasis (except for # payments of interest and fees at different rates for each Class ofon Extended Revolving Credit Commitments (and related Outstanding Amounts)outstandings) and # repayments required onupon the Revolving Credit Termination Date for any particular Class of the non-extending Revolving Credit Commitments. UponCommitments); provided, further, that # the effectivenessconditions precedent to a Borrowing set forth in [Section 4.2] shall be satisfied as of each Newthe date of such Extension Amendment and at the time when any Loans are made in respect of any Extended Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit LenderCommitment, # in no event shall the final maturity date of all applicable existing Classes ofany Extended Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further actof a given Extension Series at the time of establishment thereof be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portionearlier than the then Latest Maturity Date of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class ofany other Revolving Credit Commitments (including eachhereunder, # any such NewExtended Revolving Commitment Lender) willCredit Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and # all documentation in respect of the such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Revolver Tranche. Each Extension Series of Extended Revolving Credit Commitments incurred under this [Section 2.17] shall be in an aggregate principal amount equal the percentageto not less than 50% of the aggregate Revolving Credit Commitments of all Classes ofoutstanding at the time such Extended Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The 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 the immediately preceding sentence.Commitments become effective.
New Revolving Commitment Lenders. Following any Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provideAmendment. Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than theand New Revolving Credit Lenders orCommitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the , the and each Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), whichLender and each New Revolving Commitment Lenders may elect to provideLender, if any, providing an Extended Revolving Credit Commitment hereunder (the “Newor a New Revolving Credit Commitment”Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in [Sections 2.17](a, (b)); provided and # above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [[Sections 4.2(a) and (b)])]])] and, to the extent reasonably requested by the , receipt by the of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that suchthe Extended Revolving Credit Commitments of suchor the New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceedCredit Commitments, as the aggregate principal amountcase may be, are provided with the benefit of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that,Loan Documents. The shall promptly notify each Lender as a condition to the effectiveness of any Extended Revolving Credit Commitmenteach Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything hereinother Lenders, to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equalextent (but only to the aggregate principal amountextent) necessary to # reflect the existence and terms of the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for # payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and # repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shallas the case may be, incurred pursuant thereto, # make such other changes to this Agreement and the other Loan Documents (without the consent of the Requisite Lenders) and # effect such other amendments to this Agreement and the other Loan Documents as may be accompanied by accrued interest onnecessary or appropriate, in the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. Thereasonable opinion of the and the , to effect the provisions of this Section, and the Requisite Lenders hereby agree thatexpressly authorize 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 the immediately preceding sentence.enter into any such Extension Amendment.
NewIncremental Revolving Commitment Lenders. Following any Extension Request made by the in accordanceCredit Commitments (any such Revolving Credit Commitments or Incremental Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this [Section 2.17], if the Revolving Credit Lenders shall have declined16]. In order to agree during the period specified in [Section 2.17(b)] above to provide Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (andestablish any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, asCommitments, the Lead Borrower shall provide a conditionnotice to the effectivenessAdministrative Agent (who shall provide a copy of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed)such notice to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Amendment to which each such New Revolving Commitment Lender is a party, #Request”) setting forth the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amountproposed terms of the Extended Revolving Credit Commitments ofto be established, which shall # be identical as offered to each Lender under such New Revolving Commitment LendersExisting Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and # be identical to the Revolving Credit CommitmentCommitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: # the Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; # the Effective Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, commitment fees, OID or otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; # the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such NewExtended Revolving Commitment Lender will become effective. TheCredit Commitments); and # all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowingsapplicable Revolver Extension Series) and repayments of Revolving Loans from and after the effectiveness of such Extension Amendmentthereunder shall be made on a pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) exceptbasis (except for # payments of interest and fees at different rates for each Class ofon Extended Revolving Credit Commitments (and related Outstanding Amounts)outstandings) and # repayments required onupon the Maturity Date of the non-extending Revolving Credit Termination Date forCommitments); provided, further, that # in no event shall the final maturity date of any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregateExtended Revolving Credit Commitments of all Classesa given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Lenders represented byCommitments hereunder and # all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Lender’sCommitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitment and # if, on the dateCommitments for all purposes of such effectiveness, there arethis Agreement; provided that any Extended Revolving Loans outstanding, such Revolving Loans shall on or priorCredit Commitments amended from an Existing Revolver Tranche may, to the effectivenessextent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of such NewExtended Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunderCommitments incurred under the New Revolving Credit Commitments, which prepaymentthis [Section 2.16] shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The and the Lenders hereby agreean aggregate principal amount that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shallis not apply to the transactions effected pursuant to the immediately preceding sentence.less than .
NewExtension of Revolving Commitment Lenders. FollowingCredit Commitments. The Borrower may at any Extension Request made bytime and from time to time, in its sole discretion, request that all or a portion of the in accordanceRevolving Credit Commitments or Incremental Increase with respect to Revolving Credit Commitments of a given Class (or series or tranche thereof) (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments or Incremental Increase with respect to Revolving Credit Commitments (any such Revolving Credit Commitments or Incremental Increase with respect to Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this [Section 2.17], if the Revolving Credit Lenders shall have declined18]. In order to agree during the period specified in [Section 2.17(b)] above to provide Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the in such Extension Request, the may request that banks, financial institutions or other institutional lenders or investors other than the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (andestablish any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, asCommitments, the Borrower shall provide a conditionnotice to the effectivenessAdministrative Agent (who shall provide a copy of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed)such notice to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Amendment to which each such New Revolving Commitment Lender is a party, #Request”) setting forth the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amountproposed terms of the Extended Revolving Credit Commitments ofto be established, which shall # be identical as offered to each Lender under such New Revolving Commitment LendersExisting Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and # be identical to the Revolving Credit CommitmentCommitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: # the Maturity Date of eachthe Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such NewExisting Revolver Tranche, to the extent provided in the applicable Extension Amendment; # the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Commitment Lender will become effective. TheCredit Commitments); # the Extended Revolving Commitments may have interest rates and fees as may be agreed by the Borrower and the Lenders thereof and # all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowingsapplicable Revolver Extension Series) and repayments of Revolving Loans from and after the effectiveness of such Extension Amendmentthereunder shall be made on a pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) exceptbasis (except for # payments of interest and fees at different rates for each Class ofon Extended Revolving Credit Commitments (and related Outstanding Amounts)outstandings) and # repayments required onupon the Maturity Date of the nonextending Revolving Credit Termination Date forCommitments); provided, further, that # in no event shall the final maturity date of any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregateExtended Revolving Credit Commitments of all Classesa given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Lenders represented byCommitments hereunder and # all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Lender’sCommitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitment and # if, on the dateCommitments for all purposes of such effectiveness, there arethis Agreement; provided that any Extended Revolving Loans outstanding, such Revolving Loans shall on or priorCredit Commitments amended from an Existing Revolver Tranche may, to the effectiveness ofextent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The 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 the immediately preceding sentence.Existing Revolver Tranche.
NewExtension of Revolving Commitment Lenders. FollowingCredit Commitments. The Borrower may at any Extension Request made by the time and from time to time, in accordance with this [Section 2.17], ifits sole discretion, request that all or a portion of the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provide ExtendedCommitments or Incremental Revolving Credit Commitments inof a given Class (or series or tranche thereof) (each, an aggregate“Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount equalof such Revolving Credit Commitments or Incremental Revolving Credit Commitments (any such Revolving Credit Commitments or Incremental Revolving Credit Commitments which have been so amended, “Extending Revolving Credit Commitments”) and to provide for other terms consistent with this [Section 2.16]. In order to establish any Extending Revolving Credit Commitments, the Borrower shall provide a notice to the amount requested byAdministrative Agent (who shall provide a copy of such notice to each of the _Borrower: inunder the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extending Revolving Credit Commitments to be established, which shall # be identical as offered to each Lender under such Extension Request,Existing Revolver Tranche (including as to the may request that banks, financial institutions or other institutional lenders or investors other thanproposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and # be identical to the Revolving Credit Lenders orCommitments under the Existing Revolver Tranche from which such Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may electCommitments are to provide an Extendedbe amended, except that: # the Maturity Date of the Extending Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such ExtendedCommitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical termsExisting Revolver Tranche, to the terms applicable to the terms specifiedextent provided in the applicable Extension Request (and any ExtendedAmendment; # the Effective Yield with respect to extensions of credit under the Extending Revolving Credit Commitments provided by existing Revolving Credit Lenders(whether in respect thereof); provided further that, as a condition to the effectivenessform of any Extended Revolving Credit Commitmentinterest rate margin, upfront fees, commitment fees, OID or otherwise) may be different than the Effective Yield for extensions of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be requiredcredit under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of all existing Revolving Credit Lenders ofsuch Existing Revolver Tranche, in each Class specifiedcase, to the extent provided in the applicable Extension Amendment; # the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equaleffect on the effective date of the Extension Amendment (immediately prior to the aggregate principal amountestablishment of such Extending Revolving Credit Commitments); and # all borrowings under the Extendedapplicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extending Revolving Credit Commitments of such New Revolving Commitment Lenders and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowingsapplicable Revolver Extension Series) and repayments of Revolving Loans from and after the effectiveness of such Extension Amendmentthereunder shall be made on a pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) exceptbasis (except for # payments of interest and fees at different rates for each Class ofon Extending Revolving Credit Commitments (and related Outstanding Amounts)outstandings) and # repayments required onupon the Maturity Date of the non-extending Revolving Credit Termination Date forCommitments); provided, further, that # in no event shall the final maturity date of any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregateExtending Revolving Credit Commitments of all Classesa given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Lenders represented byCommitments hereunder, # [reserved], and # all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extending Revolving Credit Lender’sCommitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extending Revolving Credit Commitment and # if, on the dateCommitments for all purposes of such effectiveness, there arethis Agreement; provided that any Extending Revolving Loans outstanding, such Revolving Loans shall on or priorCredit Commitments amended from an Existing Revolver Tranche may, to the effectivenessextent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of such NewExtending Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunderCommitments incurred under the New Revolving Credit Commitments, which prepaymentthis [Section 2.16] shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The and the Lenders hereby agreean aggregate principal amount that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shallis not apply to the transactions effected pursuant to the immediately preceding sentence.less than .
New Revolving Commitment Lenders. Following anyan Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provide Extendedof its Revolving Credit Commitments and set forth in an aggregate principal amount equal to the amount requested by the in suchrelevant Extension Request, the may request that banks, financial institutionsOffer) and # any covenants or other institutional lenders or investors other thanprovisions applicable only to periods after the Revolving Credit Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); provided that such ExtendedLatest Maturity Date of the tranche of Revolving Credit Commitments ofsubject to such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceedExtension Offer, the aggregate principal amount of Extended Revolving Credit Commitments so declined to be provided by the existing Revolving Credit Lenders and # shall be on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any NewLender who agrees to an extension with respect to such Commitment (an “Extended Revolving Commitment Lender, the , each IssuerCredit Commitment”; and the Swing Loan LenderLoans thereunder, “Extended Revolving Loans”), and the related outstandings, shall have consented (such consentconstitute a revolving commitment (or related outstandings, as the case may be) with terms substantially identical to (or terms not less favorable to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignmentexisting as) the tranche of Revolving Credit Commitments to such Person. Notwithstanding anything hereinsubject to the contrary,relevant Extension Offer (and related outstandings) provided hereunder; provided that to the extent more than one Revolving Facility exists after giving effect to any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party,Extension, # the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of such New Revolving Commitment Lendersborrowing and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) exceptrepayment (except for # payments of interest and fees at different rates for each Classon the Revolving Facilities (and related outstandings), # repayments required upon the Maturity Date of any Revolving Facility and # repayments made in connection with a permanent repayment and termination of Revolving Credit Commitments (and related Outstanding Amounts)under any Revolving Facility (subject to [clause (z)] below)) of Revolving Loans with respect to any Revolving Facility after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis or less than pro rata basis with all other Revolving Facilities, # all Letters of Credit shall be participated on a pro rata basis by all Revolving and # repayments required on the Revolving Credit Termination Date for any particular Classpermanent repayment of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing ClassesLoans with respect to, and reduction or termination of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Newunder, any Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portionFacility after the effective date of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class ofExtended Revolving Credit Commitments (including each such Newshall be made on a pro rata basis with all other Revolving Commitment Lender) will equalFacilities, except that the percentage of the aggregateBorrower shall be permitted to permanently repay Revolving Loans and terminate Revolving Credit Commitments of all Classes ofany Revolving Credit Lenders represented byFacility on a greater than pro rata basis as compared to any other Revolving Facilities with a later Maturity Date than such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with [Section 3.5]. The 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 the immediately preceding sentence.Facility;
New Revolving Commitment Lenders. Following any Extension Request made by the in accordance with this [Section 2.17], if the Revolving Credit Lenders shall have declined to agree during the period specified in [Section 2.17(b)] above to provideCommitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments inunder the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the Administrative Agent (each, an aggregate principal amount equal“Extension Election”) on or prior to the amount requested by the date specified in such Extension Request,Request of the may request that banks, financial institutionsamount of its Term Loans under the Existing Term Loan Tranche or other institutional lenders or investors other than the Revolving Credit LendersCommitments under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder (the “New Revolving Credit Commitment”); providedCommitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that such Extended Revolving Credit Commitments of such New Revolving Commitment Lenders # shall be in an aggregate principal amount for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing Revolver Tranche, as applicable, in respect of which applicable Term or Revolving Credit , as the case may be, shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments so declinedCommitments, as applicable, requested to be providedextended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding by the existing Revolving Credit Lenders and #Administrative Agent, which shall be conclusive) based on identical terms to the terms applicable to the terms specified in the applicable Extension Request (and any Extended Revolving Credit Commitments provided by existing Revolving Credit Lenders in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Commitment Lender, the , each Issuer and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required under [Section 12.2(b)(iii)] for an assignment of Revolving Credit Commitments to such Person. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the Extension Amendment to which each such New Revolving Commitment Lender is a party, # the Revolving Credit Commitments of all existing Revolving Credit Lenders of each Class specified in the Extension Amendment in accordance with this [Section 2.17] will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal amount of the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders and # the Revolving Credit Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended Revolving Credit Commitments of existing Revolving Credit Lenders are incorporated hereunder pursuant to this [Section 2.17], and for the avoidance of doubt, all Borrowings and repayments of RevolvingTerm Loans from and after the effectiveness of such Extension Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders (based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for # payments of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and # repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments. Upon the effectiveness of each New Revolving Credit Commitment pursuant to this [[Section 2.17(c), (a)])]])] each Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, subject to [Section 2.16], the percentage of the outstanding # participations hereunder in Letters of Credit and # participations hereunder in Swing Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and # if, on the date of such effectiveness, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such New Revolving Credit Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the New Revolving Credit Commitments, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lenderas applicable, included in accordance with [Section 3.5]. The 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 the immediately preceding sentence.each such Extension Election.
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