Common use of Recommitment Clause in Contracts

Recommitment. (a) The Borrower may, by written notice to the Administrative Agent in the form of Exhibit D (a “Recommitment Request”) given no later than the 90th day prior to the Maturity Date, request that the Lenders, in their sole and absolute discretion, recommit to maintain their Loan outstanding for one additional term of not more than 364-days after the Maturity Date (as specified by the Borrower in such notice), provided that the extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the representations and warranties made by the Borrower in this Agreement shall be true and correct in all material respects (except to the extent such representation and warranty relates solely to an earlier date, if which case the representation and warranty shall have been true and correct in all material respects as of such earlier date). Such recommitment, if approved in accordance herewith, shall only become effective on the Maturity Date with respect to each such Lender that consents thereto by written notice in the form of Exhibit E (a “Recommitment Notice”) to the Administrative Agent given no later than 30 days after the applicable Recommitment Request is given by the Borrower (or such later date as the Borrower shall specify in such Recommitment Request) (the “Recommitment Request Response Date”) (each Lender giving a Recommitment Notice being referred to herein as a “Recommitting Lender” and each Lender other than a Recommitting Lender being referred to herein as a “Non-Committing Lender”), provided that (i) such recommitment shall only be effective if Lenders holding more than 50% of the aggregate principal amount of the outstanding Loans as of the date of the Recommitment Request agree to become Recommitting Lenders, (ii) any Lender that fails to submit a Recommitment Notice on or before the applicable Recommitment Request Response Date shall be deemed not to have consented to such recommitment and shall constitute a Non-Committing Lender, and (iii) subject to clause (b) below, not later than 10 days prior to the Maturity Date (prior to giving effect to such requested extension thereof), the Borrower shall have the right to replace any Non-Committing Lender pursuant to Section 2.16. No Lender shall have any obligation to consent to any such recommitment. The Administrative Agent shall notify each Lender of the receipt of a Recommitment Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than five days after the applicable Recommitment Request Response Date whether the Administrative Agent has received Recommitment Notices from Lenders holding more than 50% of the outstanding Loans on the date of the applicable Recommitment Request.

Recommitment. (a) The Borrower Company may, by written notice to the Administrative Agent in the form of Exhibit D I (a “Recommitment Request”) given no later than the 90th day prior to the Maturity 2020 Incremental Term Loan Facility Termination Date, request that the 2020 Incremental Term Lenders, in their sole and absolute discretion, recommit to maintain their Loan 2020 Incremental Term Loans outstanding for one additional term of not more than 364-days after the Maturity 2020 Incremental Term Loan Facility Termination Date (as specified by the Borrower Company in such noticeRecommitment Notice), provided that the extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuingcontinuing as of the date of such notice, and no Default or Event of Default shall have occurred and be continuing on the 2020 Incremental Term Loan Facility Termination Date immediately before and after giving effect to the recommitment on such date, and (ii) the representations representation and warranties made by the Borrower contained in this Agreement shall be Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (respects, in each case, as of the date of such written notice, except to the extent any such representation and or warranty relates is stated to relate solely to an earlier date, if in which case the such representation and or warranty shall have been true and correct in all material respects on and as of such earlier date). Such recommitment, if approved in accordance herewith, shall only become effective on the Maturity 2020 Incremental Term Loan Facility Termination Date with respect to each such 2020 Incremental Term Lender that consents thereto by written notice in the form of Exhibit E J (a “Recommitment Notice”) to the Administrative Agent given no later than 30 thirty (30) days after the applicable Recommitment Request is given by the Borrower Company (or such later date as the Borrower Company shall specify in such Recommitment Request) (the “Recommitment Request Response Date”) (each 2020 Incremental Term Lender giving a Recommitment Notice being referred to herein as a “Recommitting 2020 Incremental Term Loan Lender” and each 2020 Incremental Term Lender other than a Recommitting 2020 Incremental Term Lender being referred to herein as a “Non-Committing 2020 Incremental Term Loan Lender”), provided that (i) such recommitment shall only be effective if 2020 Incremental Term Lenders holding more than 50% of the aggregate principal amount of the outstanding 2020 Incremental Term Loans as of the date of the Recommitment Request agree to become Recommitting 2020 Incremental Term Lenders, (ii) any 2020 Incremental Term Lender that fails to submit a Recommitment Notice on or before the applicable Recommitment Request Response Date shall be deemed not to have consented to such recommitment and shall constitute a Non-Committing 2020 Incremental Term Lender, and (iii) subject to clause (b) below, not later than 10 ten (10) days prior to the Maturity 2020 Incremental Term Loan Facility Termination Date (prior to giving effect to such requested extension thereof), the Borrower Company shall have the right to replace any Non-Committing 2020 Incremental Term Lender pursuant to Section 2.162.20. No 2020 Incremental Term Lender shall have any obligation to consent to any such recommitment. The Administrative Agent shall notify each 2020 Incremental Term Lender of the receipt of a Recommitment Request promptly after receipt thereof. The Administrative Agent shall notify the Borrower Company and the 2020 Incremental Term Lenders no later than five (5) days after the applicable Recommitment Request Response Date whether the Administrative Agent has received Recommitment Notices from 2020 Incremental Term Loan Lenders holding more than 50% of the outstanding 2020 Incremental Term Loans on the date of the applicable Recommitment Request.