Common use of Term Loan Amend and Extend Transactions Clause in Contracts

Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending 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 Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary opinion of counsel reasonably acceptable to the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.

Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical -128- amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending 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 Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary opinion of counsel reasonably acceptable to the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan -129- Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.

Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Classclass; any Extended Term Loans shall constitute a separate Class class of Term Loans from the Term Loans from which they were converted; any Class class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided provided, that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans Loan facility that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided , provided, that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classesclasses, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing the existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending 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 Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes tranches accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment and the Loan Documents as amended thereby, that such Extension Amendment, including the Extended Term Loans provided for therein, does not breach or cause a Default or Event of Default under the terms and provisions of Section 11.12 of this Agreement and such other opinions reasonably requested by the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans Loan Class in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.

Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Loan Lender (any such Term Loan Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Loan Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Classclass; any Extended Term Loans shall constitute a separate Class class of Term Loans from the Term Loans from which they were converted; any Class class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.192.20, “Extended Term Loans”); provided provided, that (i) the Applicable Borrower shall have offered to all Term Loan Lenders under the applicable Class of Term Loans Loan facility that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Loan Lender (each such offer, an “Extension Offer”); provided , provided, that each Term Loan Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Loan Lender does not respond to such Extension Offer within five (5) Business Days, such Term Loan Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit amendment to this Agreement implementing the terms of such Extension Offer (each such amendment, an “Extension Amendment”)) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classesclasses, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19. (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing the existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending 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 Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes tranches accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment and the Loan Documents as amended thereby, that such Extension Amendment, including the Extended Term Loans provided for therein, does not breach or cause a Default or Event of Default under the terms and provisions of Section 11.12 of this Agreement and such other opinions reasonably requested by the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans Loan Class in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.

Term Loan Amend and Extend Transactions. (a) At any time after the Closing Date, the Applicable Borrower and any Term Lender (any such Term Lender that agrees to participate in such Extension, an “Extending Lender”) may agree, by notice to the Administrative Agent for further distribution to the Term Lenders of the applicable Class of Term Loans (each such notice, an “Extension Notice), to extend (an “Extension”) the maturity date of such Lender’s Term Loans of such Class (which term, for purposes of this provision, shall also include any Class of Term Loans outstanding hereunder pursuant to a previous amend and extend transaction pursuant to the terms of this Section 2.19 or any Incremental Term Loans) (the “Existing Term Loans”) to the extended maturity date specified in such Extension Notice and Additional Credit Extension Amendment (each tranche of Term Loans so extended, in each case as well as the original Term Loans not so extended, being deemed a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Term Loans from which they were converted; any Class of Term Loans the maturity of which shall have been extended pursuant to this Section 2.19, “Extended Term Loans”); provided that (i) the Applicable Borrower shall have offered to all Term Lenders under the applicable Class of Term Loans that is the subject of the proposed Extension the opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions to each such Term Lender (each such offer, an “Extension Offer”); provided that each Term Lender of such Class of Term Loans shall be entitled to agree or decline to participate in any such Extension in its sole discretion and if any such Term Lender does not respond to such Extension Offer within five (5) Business Days, such Term Lender shall be deemed to have declined to participate therein), (ii) subject to clauses (iv) and (v), the Extended Term Loans shall have the same terms as the Class of Term Loans that was the subject of the Extension Notice; provided that the Extension Offer and/or Additional Credit Extension Amendment may provide for other covenants and terms that apply to any period after the latest Term Loan Maturity Date then in effect, (iii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions hereunder, as specified in the applicable Extension Offer, (iv) the interest rates, rate floors, fees, original issue discounts, premiums, final maturity date, and scheduled amortization (subject to the limitations set forth in clause (v) of this Section 2.19(a)) applicable to any Extended Term Loans shall be determined by the U.S. Borrower and the Extending Lenders, (v) before the latest Term Loan Maturity Date then in effect, the amortization of any Extended Term Loans shall not exceed equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Extended Term Loans and (vi) all documentation in respect of such Extension Offer (including any Extension Notice and any Additional Credit Extension Amendment) shall be consistent with the foregoing. In connection with any such Extension, the Applicable Borrower and the Administrative Agent, with the approval of the Extending Lenders of the applicable Extension Series, may effect such amendments (including any Additional Credit Extension Amendment) to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Applicable Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish new Classes, tranches or sub-tranches in respect of the Extended Term Loans and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Applicable Borrower in connection with the establishment of such new Classes, tranches or sub-tranches (including to preserve the pro rata treatment of the extended and non-extended tranches), in each case on terms not inconsistent with this Section 2.19.with (b) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan is converted to extend the related scheduled maturity date(s) in accordance with Section 2.19(a) (an “Extension Date”), the aggregate principal amount of such Existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans so converted by such Lender on such date, and the Extended Term Loans shall be established as a separate Class of Term Loans (together with any other Extended Term Loans so established on such date). If the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Extending Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Existing Term Loans offered to be extended by the Applicable Borrower pursuant to such Extension Offer, then the applicable Class of Term Loans of such Extending 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 Extending Lenders have accepted such Extension Offer. (c) With respect to all Extensions consummated by the Applicable Borrower pursuant to this Section 2.19, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 and (ii) any Extension Offer is required to be in a minimum amount of $30,000,000. The Applicable Borrower may at its election specify as a condition to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Applicable Borrower’s sole discretion and may be waived by the Applicable Borrower) of Term Loans of any or all applicable Classes accept the applicable Extension Offer. (d) In connection with any Extension, the Applicable Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.19. (e) In connection with any Additional Credit Extension Amendment, the Applicable Borrower shall deliver (i) a customary opinion of counsel reasonably acceptable to the Administrative Agent, (ii) customary reaffirmations and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans are provided with the benefit of the applicable Loan Documents and (iii) board resolutions and other closing certificates and documentation to the extent reasonably requested by the Administrative Agent. (f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error, then the Administrative Agent, the Applicable Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of the applicable Additional Credit Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the Class of Existing Term Loans in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Extension Series into which such other Term Loans were initially converted in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Extended Term Loans to which it was entitled under the terms of such Additional Credit Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Applicable Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Additional Credit Extension Amendment described in Section 2.19(a)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.19(a). (g) This Section 2.19 shall supersede any provisions in Section 11.12 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.19 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any Extended Term Loans without such Lender’s consent.applicable