Common use of Commitment Extensions Clause in Contracts

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Restatement Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower Borrowers shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (hSection 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and Guarantor, (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension and (z) to the extent required to be paid on the effective date of such extension, the Borrower shall have paid all fees required to be paid by it to the Administrative Agent and the Lenders and all legal fees and expenses of the Administrative Agent to the extent invoiced and received by the Borrower.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and, second, third and second fourth anniversary of the Closing RestatementSixth Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower BorrowersBorrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.015.01 as shall be [Different first page link-to-previous setting changed from off in original to on in modified]. [Link-to-previous setting changed from on in original to off in modified]. required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.132.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement replacementReplacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the thesuch conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension and extensionas the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.

Commitment Extensions. The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 60 days and not more than 90 180 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Effective Date, request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the "Consent Date") that is 20 days after the date of such extension request (or, if such date is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and Credit Agreement only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a “Maturity Extension Request”anniversary, an "Anniversary Date"), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the "Consent Date") that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to so extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not so advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first first, second, third and second fourth anniversary of the Closing Seventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 5.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such LenderXxxxxx’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)2.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the such conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first first, second, third and second fourth anniversary of the Closing SixthSeventh Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 5.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)2.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the such conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent consenting Lenders shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extensionrequire.

Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the “Existing Commitment Termination Date”). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the “Consent Date”) that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called so extend the Commitment Termination Date (a “Consenting Non-Extending Lender” ”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each any Lender declining that does not so advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such date and no Default shall have occurred and be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving 2.05(b). Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.Agreement

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.and

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenderstime. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower Borrowers shall also make such other prepayments of its their respective Loans pursuant to Section 2.09 4.01 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14sentence, (i) no Lender’s Revolving Credit Exposure Total Unutilized Commitment shall exceed such Lender’s then applicable Commitment or and (ii) the total Revolving Credit Exposure sum of the Total Commitments of all the Lenders shall not exceed the then applicable total Commitmentssum of the Commitments of all Lenders. Notwithstanding the foregoing provisions of this Section 2.14paragraph, the Borrower shall have the right, pursuant to Section 10.04(g)1.13, at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) 5.02, 5.03, 5.08, 5.09, 5.11 and (h) and Section 4.02(a) and (b) 5.12, modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.”

Commitment Extensions. (i) The Borrower, Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less more than 45 days and not more less than 90 30 days prior to each any two anniversaries of the first and second anniversary of the Closing Effective Date (each such notice a anniversary, an “Maturity Extension RequestAnniversary Date”), request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the “Existing Commitment Termination Date”). Each Lender such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not no later than the 20th day after date (herein, the “Consent Date”) that is 25 days prior to such Anniversary Date (or, if such date of is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called so extend the Commitment Termination Date (a “Consenting Non-Extending Lender” ”) shall notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each any Lender declining that does not so advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders (after giving effect to any substitution of Lenders in accordance with Section 8.12) has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any Person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date, provided that on the Consent Date, the representations and warranties in Section 4.01 are true and correct as of such date and no Default or Event of Default shall have occurred and be continuing. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. The Borrower, Borrower may, by notice to the --------------------- Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) given not less than 45 60 days and not more than 90 180 days prior to each of the first and second anniversary of the Closing Date (each such notice a “Maturity Extension Request”)Effective Date, request that the Lenders (other than the Designated Bidders) extend the Maturity Commitment Termination Date for an additional one-year period, period from the Commitment Termination Date then in each such caseeffect hereunder (the "Existing Commitment ------------------- Termination Date"). Each Lender such Lender, acting in its sole discretion, shall, by ---------------- notice to the Borrower and the Administrative Agent given not no later than the 20th day date (herein, the "Consent Date") that is 20 days after the date of such extension ------------ request (or, if such date is not a Business Day, the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Requestnext succeeding Business Day), advise the Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not -------- to extend the Commitment Termination Date (a requested extension being called "Non-Extending Lender") shall -------------------- notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not advise the Borrower on or before the Consent Date shall be deemed to be a “Consenting Non-Extending Lender” and each . The election of any Lender declining to agree to a requested such extension being called a “Declining Lender”)shall not obligate any other Lender to so agree. Any Lender that If and only if each of the Lenders has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed of its agreement to have declined extend the Commitment Termination Date as aforesaid on or prior to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension RequestConsent Date, then the Maturity Commitment Termination Date shallshall be extended automatically, as without any other action by any person, to the Consenting Lenders, be extended by date that is one year to after the anniversary Existing Commitment Termination Date. The Administrative Agent will promptly notify the Borrower and the Lenders of each extension of the Maturity Commitment Termination Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g2.05(b), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (h) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension.

Commitment Extensions. The Borrower, may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 90 days prior to each of the first and second anniversary of the Closing First Amendment Effective Date (each such notice a “Maturity Extension Request”), request that the Lenders extend the Maturity Date for an additional one-year period, in each such case. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s respective Maturity Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such 20th day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended by one year to the anniversary of the Maturity Date in effect at such time as to such Consenting Lenders. The decision to agree or withhold agreement to any Maturity Extension Request shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the then existing Maturity Date as to any such Declining Lender in effect prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of its Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this Section 2.14, (i) no Lender’s Revolving Credit Exposure shall exceed such Lender’s then applicable Commitment or (ii) the total Revolving Credit Exposure shall not exceed the then applicable total Commitments. Notwithstanding the foregoing provisions of this Section 2.14, the Borrower shall have the right, pursuant to Section 10.04(g), at any time prior to the then Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Maturity Extension Request so long as the Required Lenders shall have granted their consent to such Maturity Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (x) the Borrower shall have satisfied each of the conditions precedent set forth in Sections 4.01(e) and (hSection 4.01(e)(y) and Section 4.02(a) and (b) modified, in each case, as appropriate to apply to each such extension and the Administrative Agent shall have received a certificate to that effect dated the applicable effective date of such extension and executed by a Responsible Officer of the Parent Guarantor and Guarantor, (y) on or before the proposed effective date of such extension, each Obligor shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer certifying and attaching the resolutions adopted by such Obligor approving or consenting to such extension and (z) to the extent required to be paid on the effective date of such extension, the Borrower shall have paid all fees required to be paid by it to the Administrative Agent and the Lenders and all legal fees and expenses of the Administrative Agent to the extent invoiced and received by the Borrower.