Common use of Extensions of Revolving Loan Commitments Clause in Contracts

Extensions of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Company to all Lenders of a given tranche, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with any Extension, the Company will provide notification to the Administrative Agent (for distribution to the Lenders) no later than 10 days prior to the maturity date of the Revolving Loan Commitments to be extended of the requested new Extended Final Maturity Date for the Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable tranche wishing to participate in the Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the applicable due date shall be deemed to have rejected the Extension. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.

Extensions of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer one or more offers (the each, an “Extension Offer”) made from time to time by the Company Borrower to all Lenders of having Revolving Loan Commitments with a given tranche, in each case like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded or Revolving Loan CommitmentsCommitments with a like maturity date) and on the same terms to each such Lender. In connection , the Borrower 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 of each such Lender’s Revolving Loan Commitments and otherwise modify the terms of such Revolving Loan Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Loan Commitments (and related outstandings)) (each, an “Extension,” and each group of Revolving Loan Commitments, in each case as so extended, as well as the original Revolving Loan Commitments (in each case not so extended), being a “tranche”; any Extended Revolving Loan Commitments shall constitute a tranche of Revolving Loan Commitments from the tranche of Revolving Loan Commitments from which they were converted), so long as the following terms are satisfied: (i) no Specified Default shall have occurred and be continuing at the time the Extension Offer is delivered to the Lenders and immediately prior to or after giving effect to any such Extension, (ii) except as to interest rates, fees, optional redemption or optional prepayment terms, and final maturity, and after the Company will provide notification final maturity date of the Initial Revolving Loan Commitment, any other covenants and provisions (which shall be determined by the Borrower and the relevant Revolving Lenders and set forth in the relevant Extension Offer), the Revolving Loan Commitment of any Revolving Lender (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Loan Commitment”), and the related outstandings, shall be a Revolving Loan Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable (as reasonably determined by the Borrower) to the Administrative Agent Extending Revolving Credit Lender, as the applicable original Revolving Loan Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for distribution to the Lenders(A) no later than 10 days prior to payments of interest and fees at different rates on Extended Revolving Loan Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Loan Commitments to be extended of the requested new Extended Final Maturity Date for the Extension and the due date for Lender responses. In (C) repayment made in connection with any Extension, each Lender a permanent repayment and termination of the applicable tranche wishing commitments of Loans with respect to participate in the Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the applicable due date shall be deemed to have rejected the Extension. After giving effect to the Extension, the Extended Revolving Loan Commitments so extended after the applicable Extension Date shall cease be made on a pro rata basis with all other Revolving Loan Commitments of such tranche, (2) subject to the provisions of Section 3.07 and 2.01(d) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Loan Commitments or Incremental Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a part of the tranche pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Loan Commitments they were a part (and except as provided in Section 3.07 and 2.01(d), without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of immediately prior to Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Loan Commitments after the applicable Extension and Date shall be made on a new tranche pro rata basis with all other Revolving Loan Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Extended Revolving Loan Commitments hereunderand extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Initial Revolving Loan Commitments and Initial Revolving Loans, (iii) if the aggregate principal amount of Revolving Loan Commitments, in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Loan Commitments offered to be extended by the Borrower 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, (iv) all documentation in respect of such Extension shall be consistent with the foregoing, (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (vi) at no time shall there be no more than five (5) separate Classes of Revolving Loans Commitments outstanding hereunder (including Extended Revolving Loan Commitments and Incremental Revolving Commitments). No Lender shall be obligated to provide any Extension, unless it so agrees in its sole discretion.

Extensions of Revolving Loan Commitments. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.16, the Company may extend the maturity date, and otherwise modify the terms of the Total Revolving Loan Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Revolving Loan Commitments or any portion thereof (and related outstandings)) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Company to all Lenders of a given tranche, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective outstanding Revolving Loans and unfunded Revolving Loan Commitments) and on the same terms to each such Lender. In connection with any Extension, the Company will provide notification to the Administrative Agent (for distribution to the Lenders) no later than 10 days prior to the maturity date of the Revolving Loan Commitments to be extended of the requested new Extended Final Maturity Date for the Extension and the due date for Lender responses. In connection with any Extension, each Lender of the applicable tranche wishing to participate in the Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the applicable due date shall be deemed to have rejected the Extension. After giving effect to the Extension, the Revolving Loan Commitments so extended shall cease to be a part of the tranche of the Revolving Loan Commitments they were a part of immediately prior to the Extension and shall be a new tranche of Extended Revolving Loan Commitments hereunder.