Common use of Extension of Term Loans and Revolving Commitments Clause in Contracts

Extension of Term Loans and Revolving Commitments. The Borrower may from time to time, subject to the consent of the Administrative Agent, make one or more offers to all the Lenders with Revolving Commitments or to all of the Lenders holding a Term Loan to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization (if any) of the Loans of the accepting Lenders to be extended, (B) increase or decrease the Applicable Rate and/or fees payable with respect to the Loans and Commitments (if any) of the accepting Lenders and (c) provide for other covenants and terms that apply to any period after the Term Loan A Maturity Date that is in effect immediately prior to such amendments (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent. Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent such written agreements (each a “Loan Amendment”) as the Administrative Agent shall reasonably require to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such certified resolutions, legal opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Loan Amendment. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (2) any applicable Lender who is not an Accepting Lender may be replaced by the Borrower in accordance with Section 2.17.

Extension of Term Loans and Revolving Commitments. (a) The Borrower may at any time and from time to time, subject to the consent time request that all or a portion of the Administrative Agent(i) Term Loans and unused Commitments in respect thereof, make if any, of one or more offers Tranches existing at the time of such request (each, an “Existing Term Tranche”, and the Term Loans and unused Commitments in respect thereof, if any, of such Tranche, the “Existing Term Loans”) or (ii) Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche”, and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans and unused Commitments in respect thereof, if any, or Revolving Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.26; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans and unused Commitments in respect thereof, if any, or Revolving Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans and unused Commitments in respect thereof, if any, or the applicable Revolving Commitments) and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to all establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders holding a Term Loan of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to make one be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or more amendments or modifications any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) allow the maturity and scheduled amortization (if any) of the Loans of the accepting Lenders to be extended, (B) increase or decrease the Applicable Rate and/or fees payable interest margins with respect to the Loans Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and Commitments (if anyz) in the case of an Extended Term Tranche, so long as the weighted average life to maturity of such Extended Tranche would be no shorter than the remaining weighted average life to maturity of the accepting Lenders and (c) provide for other covenants and terms that apply to any period after the Term Loan A Maturity Date that is in effect immediately prior to such amendments (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent. Permitted Amendments shall become effective only Specified Existing Tranche, amortization rates with respect to the Loans and/or Commitments of Extended Term Tranche may be higher or lower than the Lenders that accept amortization rates for the applicable offer (such Lenders, the “Accepting Lenders”) andSpecified Existing Tranche, in the each case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent such written agreements (each a “Loan Amendment”) as the Administrative Agent shall reasonably require to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such certified resolutions, legal opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Loan Amendment. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Amendment, this Agreement shall be deemed amended to the extent (but only provided in the applicable Extension Amendment; provided that, notwithstanding anything to the extent) necessary to reflect the existence contrary in this Section 2.26 or otherwise, assignments and terms participations of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (2) any applicable Lender who is not an Accepting Lender may Extended Tranches shall be replaced governed by the Borrower same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Tranche A Term Loans, Tranche B Term Loans or Revolving Commitments, as applicable, set forth in accordance Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with Section 2.17any other Extended Tranches so established on such date).

Extension of Term Loans and Revolving Commitments. The be determined by the Borrower may from time and set forth in the relevant Revolving Extension Offer), the Revolving Commitment of any Revolving Lender that agrees to timea Revolving Extension with respect to such Revolving Commitment (an “Extending Revolving Lender”) extended pursuant to a Revolving Extension (an “Extended Revolving Commitment”), and the related outstandings, shall have the same terms as the Class of Revolving Commitments subject to such Revolving Extension Offer; provided that (1) the consent borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the Administrative Agentnon-extended Revolving Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Revolving Loans with respect to Extended Revolving Commitments after the date of the applicable Revolving Extension shall be made on a pro rata basis with all other Revolving Commitments, make one or more offers to (2) all the Letters of Credit and Swingline Loans shall be participated on a pro rata basis by all Revolving Lenders with Revolving Commitments or to all of the Lenders holding a Term Loan to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization (if any) of the Loans of the accepting Lenders to be extended, (B) increase or decrease the Applicable Rate and/or fees payable with respect to the Loans and Commitments (if any) of the accepting Lenders and (c) provide for other covenants and terms that apply to any period after the Term Loan A Maturity Date that is in effect immediately prior to such amendments (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent. Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent such written agreements (each a “Loan Amendment”) as the Administrative Agent shall reasonably require to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such certified resolutions, legal opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any Loan Amendment. Each of the parties hereto hereby agrees that (1) upon the effectiveness of any Loan Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (2) any applicable Lender who is not an Accepting Lender may be replaced by the Borrower in accordance with Section 2.17.their Applicable Percentage (calculated by reference to the Revolving Facility), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the date of the applicable Revolving Extension shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non-pro rata basis as compared to any other Class with a later maturity date than such Class, (4) assignments and participations of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than three different maturity dates; 138

Extension of Term Loans and Revolving Commitments. The Borrower may from (a) From time to timetime after the Closing Date, subject the relevant Borrower(s) may, by written notice to the consent of the Administrative Agent, make one request that the scheduled Maturity Date applicable to the relevant Class of Term Loans or more offers to all the Lenders with Revolving Commitments or to all of as selected by the Lenders holding a Term Loan to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization (if any) of the Loans of the accepting Lenders to relevant Borrower then in effect be extended, effective as of a date selected by the relevant Borrower(s) (B) increase the “Extension Effective Date”; and such extension, an “Extension”, and each of Term Loans or decrease Revolving Commitments, as applicable, in each case as so extended, being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Applicable Rate and/or fees payable with respect to Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Loans and Class of Revolving Commitments (if any) from which they were converted). Upon receipt of the accepting Lenders and (c) provide for other covenants and terms that apply to any period after the Term Loan A Maturity Date that is in effect immediately prior to such amendments (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent. Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable offer (such Lendersextension request, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made. Each Credit Party and each Accepting Lender shall execute and deliver to the Administrative Agent such written agreements (each a “Loan Amendment”) as the Administrative Agent shall reasonably require to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof, and the Credit Parties shall also deliver such certified resolutions, legal opinions and other documents as reasonably requested by the Administrative Agent. The Administrative Agent shall promptly notify each Lender as of such request. If a Lender agrees, in its sole discretion, to so extend the applicable Maturity Date of the relevant Term Loan or Revolving Commitment (an “Extending Lender”), it shall deliver to the effectiveness Administrative Agent a written notice of its agreement to do so no later than five days after the date on which the relevant extension request is received by the Administrative Agent (the “Extension Request Date”) (or such later date to which the Borrowers and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrowers of such Extending Lender’s agreement to extend the relevant Maturity Date applicable to such Lender’s Term Loans or Revolving Commitment (as applicable) (and such agreement shall be irrevocable until the Extension Effective Date). The Term Loans or Revolving Commitment (as applicable) in the relevant Class of any Loan Amendment. Each Lender that fails to accept or respond to the Borrowers’ request for extension of the parties hereto hereby agrees that Maturity Date (1a “Declining Lender”) upon shall be terminated on the effectiveness relevant Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the relevant Borrower(s) shall pay in full the unpaid principal amount of any Loan Amendmentall such Term Loans or Revolving Loans (as applicable) owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement shall be deemed amended to the extent (but only date of such payment of principal and all other amounts due to the extent) necessary such Declining Lender under this Agreement. There is no requirement that any Extension Request or Extension Amendment be subject to reflect the existence and terms of the Permitted Amendments evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made and (2) any applicable Lender who is not an Accepting Lender may be replaced by the Borrower in accordance with Section 2.17“most favored nation” pricing provisions or any minimum extension condition.