Common use of Extensions of Revolving Commitments Clause in Contracts

Extensions of Revolving Commitments. (a) The Borrower may at any time and from time to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) be modified to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y) the undrawn commitment fee rate with respect to the Extended Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension Request.

Extensions of Revolving Commitments. (a) The Borrower EnergySolutions may at any time and from time on one or more occasions, by written notice to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all Administrative Agent, make one or a portion of the Revolving Commitments existing at the time of such request more offers (each, an “Existing Extension Offer”) to all (and not fewer than all) the Revolving Commitment” Lenders and/or Revolving Issuing Banks of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and any reasonably acceptable to EnergySolutions. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendments and (ii) the date on which such Extension Permitted Amendments are requested to become effective (which shall not be less than ten Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) be modified to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Revolving Lenders with and/or Revolving Issuing Banks of the Extension Request Class that accept (it being understood and agreed that any Revolving Lender or Revolving Issuing Bank that fails to respond to an Extension Offer shall be deemed to have rejected such Extension Offer) the applicable Existing Extension Offer (such Revolving Commitments) (an Lenders, the “Extension RequestExtending Revolving Lenders” and such Revolving Issuing Banks, the “Extending Revolving Issuing Banks”) setting forth and (x) in the proposed terms case of the Extended any Extending Revolving Tranche to be established thereunderLender, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums only with respect to the Extended such Revolving Tranche may be different from those for the Specified Existing Lender’s Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Loans and Revolving Commitments in addition of such Extension Request Class as to or in lieu of any of the items contemplated by the preceding clause (A) which such Revolving Lender’s acceptance has been made and (y) in the undrawn commitment fee rate case of any Extending Revolving Issuing Bank, only with respect to such Revolving Issuing Bank’s agreement to act as Revolving Issuing Bank. With respect to all Extension Permitted Amendments consummated by EnergySolutions pursuant to this Section 2.22, (A) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.10 and 2.11 and (B) any Extension Offer, unless contemplating a Revolving Maturity Date already in effect hereunder pursuant to a previously consummated Extension Permitted Amendment, is required to be in a minimum amount of $10,000,000, provided that EnergySolutions may at its election specify as a condition to consummating any such Extension Permitted Amendment that a minimum amount (to be determined and specified in the Extended relevant Extension Offer in EnergySolutions’ sole discretion and which may be waived by EnergySolutions) of Revolving Commitments may or Revolving Loans of any or all applicable Classes be different from those for extended. If the Specified Existing aggregate principal amount of Revolving Tranche. No Commitments in respect of which Revolving Lender Lenders shall have any obligation to agree to have any accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of its Revolving Loans or Revolving Commitments offered to be extended by EnergySolutions pursuant to any such Extension RequestOffer, then the Revolving Commitments (and related Revolving Loans) of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer.

Extensions of Revolving Commitments. (a) The Borrower may at any time and from time Notwithstanding anything to time request (which such request shall be offered equally the contrary in this Agreement, pursuant to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all one or a portion of the Revolving Commitments existing at the time of such request more offers (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving TrancheExtension Offer”) be modified made from time to time by the Borrower to all Lenders on a Pro Rata Basis (based on the aggregate outstanding principal amount of the respective Revolving Facility Commitments) and on the same terms to each such Lender, the Borrower Parties may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of the Existing each such Lender’s Revolving Facility Commitments and related Existing otherwise modify the terms of such Revolving Loans thereunder Facility Commitments pursuant to the terms of the relevant Extension Offer (any including by increasing the interest rate or fees payable in respect of such Existing Revolving Facility Commitments) (each, an “Extension”, and each group of Revolving Facility Commitments which have been so extended, as well as the original Revolving Facility Commitments not so extended, being a “tranche”). Any Extended Revolving Commitments shall constitute a separate tranche of Revolving Facility Commitments from the tranche of Revolving Facility Commitments” , so long as the following terms are satisfied: (i) no Event of Default shall have occurred and any related Existing Revolving Loans, “Extended Revolving Loans”be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders; each Extended Revolving Commitment (ii) except as to pricing (interest rate and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”fees) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice to the Agent maturity (who shall provide a copy of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical set forth in all material respects to those applicable to the Existing Revolving Tranche from which they are to relevant Extension Offer but shall be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond no earlier than the Maturity Date of the Specified Existing Revolving TrancheFacility Commitments), (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums Revolving Facility Commitment of any Lender that agrees to an Extension with respect to the Extended such Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or Facility Commitment (Ban “Extending Lender”) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y) the undrawn commitment fee rate with respect to the Extended Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension Request(an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Facility Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Facility Commitments (and related outstandings); provided that (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending Revolving Facility Commitments and (3) repayment made in connection with a permanent repayment and termination of Revolving Facility Commitments) of Loans with respect to Extended Revolving Commitments after the applicable Extension Date shall be made on a pro rata basis with all other Revolving Facility Commitments, (B) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension Date shall be made on a pro rata basis with all other Revolving Facility Commitments, except that the Borrower Parties shall be permitted to permanently repay and terminate Revolving Facility Commitments prior to any Extended Revolving Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Facility Commitments and Revolving Loans and (D) at no time shall there be Revolving Facility Commitments hereunder (including Extended Revolving Commitments, Other Revolving Commitments and any Revolving Facility Commitments) which have more than two different Maturity Dates; (iii) if the aggregate principal amount of Revolving Facility Commitments (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Facility Commitments offered to be extended by the Borrower Parties pursuant to such Extension Offer, then the Revolving Facility Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; and (iv) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and, to extent provided below, the Administrative Agent.

Extensions of Revolving Commitments. (a) The Borrower may at any time and from time Notwithstanding anything to time request (which such request shall be offered equally the contrary in this Agreement, pursuant to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all one or a portion of the Revolving Commitments existing at the time of such request more offers (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving TrancheExtension Offer”) be modified made from time to time by the Lead Borrower to all Lenders on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments) and on the same terms to each such Lender, the Loan Parties may consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date of the Existing each such Lender’s Revolving Commitments and related Existing Revolving Loans thereunder (any otherwise modify the terms of such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice pursuant to the Agent terms of the relevant Extension Offer (who shall provide a copy including by increasing the interest rate or fees payable in respect of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (each, an “Extension RequestExtension”) setting forth , and each group of Revolving Commitments so extended, as well as the proposed terms of the original Revolving Commitments not so extended, being a “tranche”). Any Extended Revolving Tranche Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to be established thereunder, the Lenders; (ii) except as to pricing (interest rate and fees) and maturity (which terms shall be identical set forth in all material respects to those applicable to the Existing Revolving Tranche from which they are to relevant Extension Offer but shall be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond no earlier than the Maturity Date of the Specified Existing Revolving TrancheCommitments), (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums Revolving Commitment of any Lender that agrees to an Extension with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y) the undrawn commitment fee rate with respect to the Extended Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments amounts extended pursuant to any Extension Request(an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (A) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of any portion of the Revolving Commitments) of Loans with respect to Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, (B) the permanent repayment of Committed Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable date of such Extension shall be made on a pro rata basis with all other Revolving Commitments, except that the Loan Parties shall be permitted to permanently repay and terminate Revolving Commitments prior to any Extended Revolving Commitments, (C) assignments and participations of Extended Revolving Commitments and extended Committed Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Committed Revolving Loans, and (D) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than two different Maturity Dates; (iii) if the aggregate principal amount of Revolving Commitments be (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended by the Loan Parties pursuant to such Extension Offer, then the Revolving Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer; and (iv) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Loan Parties and, to extent provided below, the Agent.

Extensions of Revolving Commitments. (a) The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period. The Borrower may at any time exercise such right only by executing and from time to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) be modified to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice delivering to the Administrative Agent (who shall provide at least 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a copy of written request for such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) extension (an “Extension Request”) setting forth ). The Administrative Agent shall notify the proposed terms Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Extended following conditions, the Revolving Tranche to be established thereunder, which terms Loan Termination Date shall be identical extended for six months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects to those applicable as of such date, except to the Existing Revolving Tranche from extent any such representation or warranty is stated to relate solely to an earlier date, in which they are to be extended case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (the “Specified Existing Revolving Tranche”) except that (wb) the Maturity Date of such Extended Revolving Tranche may be extended beyond Borrower shall have paid the Maturity Date fees payable under Section 2.5(e) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Specified Existing Revolving Tranche, (x)(A) Borrower certifying the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect matters referred to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) a). Once the foregoing conditions have been satisfied, the Administrative Agent shall promptly notify the Borrower and (y) the undrawn commitment fee rate with respect to Revolving Lenders of the Extended new Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension RequestLoan Termination Date.

Extensions of Revolving Commitments. (a) The Borrower may at any time and from time Notwithstanding anything to time request (which such request shall be offered equally the contrary in this Agreement, pursuant to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all one or a portion of the Revolving Commitments existing at the time of such request more offers (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving TrancheExtension Offer”) be modified made from time to time by the Borrower Representative to all Lenders with Facility A Commitments with a like maturity date or Facility B Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate Facility A Commitments or Facility B Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date maturity date of each such Lender’s applicable Commitment and otherwise modify the terms of such Commitment pursuant to the terms of the Existing Revolving relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitment (and related outstandings) (each, an “Extension”, and each group of Facility A Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been Facility B Commitments, as applicable, in each case as so extended, as well as the original Facility A Commitments and original Facility B Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments” Facility A Commitments shall constitute a separate tranche of Commitments from the tranche of Facility A Commitments from which they were converted and any related Existing Revolving LoansExtended Facility B Commitments shall constitute a separate tranche of Commitments from the tranche of Facility B Commitments from which they were converted)), “Extended Revolving Loans”; each Extended Revolving so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Commitment and related Extended Revolving Loans together being referred of any Lender that agrees to as an extension with respect to such Commitment extended pursuant to an Extension (an “Extended Revolving TrancheCommitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that (x) subject to the provisions of Section 2.05(d) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice 2.06(m) to the Agent (who extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall provide be participated in on a copy of such notice to each pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Revolving Lenders with the applicable Existing Revolving CommitmentsCommitments (and except as provided in Section 2.05(d) (and Section 2.06(m), without giving effect to changes thereto on an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums earlier maturity date with respect to the Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or Commitments (and related outstandings) and (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Extended Revolving Commitments in addition to or in lieu maturity date of any of 110 the items contemplated by the preceding clause (Anon-extending Commitments) and (y) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) which have more than three different maturity dates, (iii) if the undrawn commitment fee rate aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower Representative pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the Extended Revolving Commitments may foregoing and (v) any applicable Minimum Extension Condition shall be different from those for satisfied unless waived by the Specified Existing Revolving TrancheBorrower Representative. No Revolving For the avoidance of doubt, no Lender shall have be obligated to accept the terms contained in any obligation Extension Offer and any Lender failing to agree respond to an Extension Offer within the time period required by such Extension Offer shall be deemed to have any of its Revolving Loans or Revolving Commitments extended pursuant to any declined such Extension RequestOffer.

Extensions of Revolving Commitments. (a) The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period for each such exercise of such extension right. The Borrower may at any time exercise such right only by executing and from time to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) be modified to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice delivering to the Administrative Agent (who shall provide at least 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a copy of written request for such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) extension (an “Extension Request”) setting forth ). The Administrative Agent shall notify the proposed terms Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Extended following conditions, the Revolving Tranche to be established thereunder, which terms Loan Termination Date shall be identical extended for six months effective upon receipt by the Administrative Agent of each Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects to those applicable as of such date, except to the Existing Revolving Tranche from extent any such representation or warranty is stated to relate solely to an earlier date, in which they are to be extended case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (the “Specified Existing Revolving Tranche”) except that (wb) the Maturity Date of such Extended Revolving Tranche may be extended beyond Borrower shall have paid the Maturity Date fees payable under Section 2.5(c) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Specified Existing Revolving Tranche, (x)(A) Borrower certifying the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect matters referred to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) a). Once the foregoing conditions have been satisfied, the Administrative Agent shall promptly notify the Borrower and (y) the undrawn commitment fee rate with respect to Revolving Lenders of the Extended new Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension RequestLoan Termination Date.

Extensions of Revolving Commitments. (a) The Borrower may at any time and from time Notwithstanding anything to time request (which such request shall be offered equally the contrary in this Agreement, including Section 2.18(d), pursuant to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all one or a portion of the Revolving Commitments existing at the time of such request more offers (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving TrancheExtension Offer”) be modified made from time to time by the Borrower Representative to all Lenders with Facility A Commitments with a like maturity date or Facility B Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate Facility A Commitments or Facility B Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the Borrower Representative is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the Maturity Date maturity date of each such Lender’s applicable Commitment and otherwise modify the terms of such Commitment pursuant to the terms of the Existing Revolving relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Commitment (and related outstandings)) (each, an “Extension”, and each group of Facility A Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been Facility B Commitments, as applicable, in each case as so extended, as well as the original Facility A Commitments and original Facility B Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Commitments” Facility A Commitments shall constitute a separate tranche of Commitments from the tranche of Facility A Commitments from which they were converted and any related Existing Revolving LoansExtended Facility B Commitments shall constitute a separate tranche of Commitments from the tranche of Facility B Commitments from which they were converted)), “Extended Revolving Loans”; each Extended Revolving so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrower Representative and set forth in the relevant Extension Offer), the Commitment and related Extended Revolving Loans together being referred of any Lender that agrees to as an extension with respect to such Commitment extended pursuant to an Extension (an “Extended Revolving TrancheCommitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) (A) with the same terms as the original Commitments (and related outstandings), (B) with different terms that apply only after the original Commitments being extended expire or (C) with such other terms as shall be reasonably satisfactory to the Administrative Agent; provided that (x) subject to the provisions of Section 2.05(e) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice 2.06(m) to the Agent (who extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall provide be participated in on a copy of such notice to each pro rata basis by all Lenders with Commitments in accordance with their Applicable Percentage of the Revolving Lenders with the applicable Existing Revolving CommitmentsCommitments (and except as provided in Section 2.05(e) (and Section 2.06(m), without giving effect to changes thereto on an “Extension Request”) setting forth the proposed terms of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums earlier maturity date with respect to the Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or Commitments (and related outstandings) and (B) additional fees and/or premiums may be payable to repayments required upon the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any maturity date of the items contemplated by the preceding clause (Anon-extending Commitments) and (y) at no time shall there be Commitments hereunder (including Extended Commitments and any original Commitments) which have more than three different maturity dates, (iii) if the undrawn commitment fee rate aggregate amount of Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower Representative pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the Extended Revolving Commitments may foregoing and (v) any applicable Minimum Extension Condition shall be different from those for satisfied unless waived by the Specified Existing Revolving TrancheBorrower Representative. No Revolving For the avoidance of doubt, no Lender shall have be obligated to accept the terms contained in any obligation Extension Offer and any Lender failing to agree 128 respond to an Extension Offer within the time period required by such Extension Offer shall be deemed to have any of its Revolving Loans or Revolving Commitments extended pursuant to any declined such Extension RequestOffer.

Extensions of Revolving Commitments. (a) The Borrower shall have the right, exercisable two times, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Loan Termination Date by one six-month period. The Borrower may at any time exercise such right only by executing and from time to time request (which such request shall be offered equally to all Lenders with Revolving Commitments expiring on the same Maturity Date) that all or a portion of the Revolving Commitments existing at the time of such request (each, an “Existing Revolving Commitment” and any Revolving Loans thereunder, “Existing Revolving Loans”; each Existing Revolving Commitment and related Existing Revolving Loans together being referred to as an “Existing Revolving Tranche”) be modified to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving Tranche”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice delivering to the Administrative Agent (who shall provide at least 30 days but not more than 120 days prior to the current Revolving Loan Termination Date, a copy of written request for such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) extension (an “Extension Request”) setting forth ). The Administrative Agent shall notify the proposed terms Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the Extended following conditions, the Revolving Tranche to be established thereunder, which terms Loan Termination Date shall be identical extended for six months effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall be in existence; (ii) no Material Adverse Change shall have occurred and (iii) the representations and warranties contained in Article V are (A) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (B) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects to those applicable as of such date, except to the Existing Revolving Tranche from extent any such representation or warranty is stated to relate solely to an earlier date, in which they are to be extended case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date, (the “Specified Existing Revolving Tranche”) except that (wb) the Maturity Date of such Extended Revolving Tranche may be extended beyond Borrower shall have paid the Maturity Date fees payable under Section 2.5(c) and (c) the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Specified Existing Revolving Tranche, (x)(A) Borrower certifying the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect matters referred to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) a). Once the foregoing conditions have been satisfied, the Administrative Agent shall promptly notify the Borrower and (y) the undrawn commitment fee rate with respect to Revolving Lenders of the Extended new Revolving Commitments may be different from those for the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension RequestLoan Termination Date.

Extensions of Revolving Commitments. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request (which such request shall be offered equally by the Borrowers to all Lenders with Revolving Commitments expiring of the same Class, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments of the applicable Class) and on the same Maturity Date) terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that all or a portion accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments of the applicable Class and otherwise modify the terms of such Revolving Commitments existing at pursuant to the time terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such request Revolving Commitments (and related outstandings)) (each, an “Existing Revolving CommitmentExtension” and any Extended Revolving Loans thereunderCommitments (as defined below) shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), “Existing Revolving Loans”; each Existing so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolving Commitment and related Existing of any Revolving Loans together being referred Lender that agrees to as an extension with respect to such Revolving Commitment (an “Existing Extending Revolving TrancheLender”) be modified extended pursuant to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder an Extension (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving TrancheCommitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth same terms as the proposed terms original Class of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and related outstandings); and (y) 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, (iii) if the undrawn commitment fee rate aggregate principal amount of the Class of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments of such Class offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolving Loans of such Revolving Lenders shall be extended rateably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the Extended Revolving Commitments may foregoing and (vii) any applicable Minimum Extension Condition shall be different from those for satisfied unless waived by the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension RequestBorrowers.

Extensions of Revolving Commitments. (a) The Borrower may at any time and Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time request (which such request shall be offered equally by the Borrowers to all Lenders with Revolving Commitments expiring of the same Class, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Revolving Commitments of the applicable Class) and on the same Maturity Date) terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that all or a portion accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments of the applicable Class and otherwise modify the terms of such Revolving Commitments existing at pursuant to the time terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such request Revolving Commitments (and related outstandings)) (each, an “Existing Revolving CommitmentExtension” and any Extended Revolving Loans thereunderCommitments (as defined below) shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), “Existing Revolving Loans”; each Existing so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolving Commitment and related Existing of any Revolving Loans together being referred Lender that agrees to as an extension with respect to such Revolving Commitment (an “Existing Extending Revolving TrancheLender”) be modified extended pursuant to extend the Maturity Date of the Existing Revolving Commitments and related Existing Revolving Loans thereunder an Extension (any such Existing Revolving Commitments which have been so extended, “Extended Revolving Commitments” and any related Existing Revolving Loans, “Extended Revolving Loans”; each Extended Revolving Commitment and related Extended Revolving Loans together being referred to as an “Extended Revolving TrancheCommitment”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Revolving Lenders with the applicable Existing Revolving Commitments) (an “Extension Request”) setting forth same terms as the proposed terms original Class of the Extended Revolving Tranche to be established thereunder, which terms shall be identical in all material respects to those applicable to the Existing Revolving Tranche from which they are to be extended (the “Specified Existing Revolving Tranche”) except that (w) the Maturity Date of such Extended Revolving Tranche may be extended beyond the Maturity Date of the Specified Existing Revolving Tranche, (x)(A) the interest rates, interest margins, rate floors, upfront fees and prepayment premiums with respect to the Extended Revolving Tranche may be different from those for the Specified Existing Revolving Tranche and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any of the items contemplated by the preceding clause (A) and related outstandings); and (y) 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, (iii) if the undrawn commitment fee rate aggregate principal amount of the Class of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments of such Class offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolving Loans of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer, (vi) all documentation in respect of such Extension shall be consistent with the Extended Revolving Commitments may foregoing and (vii) any applicable Minimum Extension Condition shall be different from those for satisfied unless waived by the Specified Existing Revolving Tranche. No Revolving Lender shall have any obligation to agree to have any of its Revolving Loans or Revolving Commitments extended pursuant to any Extension RequestBorrowers.