Common use of Term-Out Option Clause in Contracts

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), extend the Maturity Date for all or a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination Date; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination Date; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination DateMarch 8, 2020; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or or, on a ratable basis as among the Lenders, a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination DateDate to March 5, 2022; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination DateMarch 8, 2019; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.

Term-Out Option. The Borrower Company may, by irrevocable written notice to the Designated Administrative Agent given not fewer than 15 days three Domestic Business Days prior to the Scheduled Commitment Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Commitment Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or a ratable portion of the Advances all Loans outstanding on such date to the first anniversary of the Scheduled Commitment Termination Date; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, Default shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties of the Company contained in Section 4.02 Article 4 (other than Sections 4.04(c), 4.05, 4.11 and 4.12) shall be correct in all material respects true on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower Company shall pay the termTerm-out fee Out Fee to the Designated Administrative Agent for the account of each Lender pursuant to Section 2.03(b)2.12(c) and (d) the Company shall not have previously exercised the Term-Out Option. In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and Loans outstanding on the Scheduled Commitment Termination Date shall continue to constitute Advances as term loans (the “Term Loans”) following such date, (ii) all Advances that are not subject to such extension but are outstanding the Commitments will terminate on the Scheduled Termination Date shall be repaid on such dateTerm-Out Date, and (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower Company may not borrow or reborrow any additional Advances Loans on or after such date. ARTICLE III.

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or or, on a ratable basis as among the Lenders, a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination DateDate to March 3, 2023; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.

Term-Out Option. The Borrower may, by irrevocable written notice to the Designated Agent given not fewer than 15 days prior to the Scheduled Termination Date, elect (such election, the “Term-Out Option”), effective as of the Scheduled Termination Date (the “Term-Out Date”), to extend the Maturity Date for all or or, on a ratable basis as among the Lenders, a portion of the Advances outstanding on such date to the first anniversary of the Scheduled Termination DateMarch 6, 2021; provided that such extension of the Maturity Date shall become effective only if, on the Term-Out Date, (a) no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or would occur as consequence of the exercise of the Term-Out Option, (b) the representations and warranties contained in Section 4.02 shall be correct in all material respects on and as of the Term-Out Date, before and after giving effect to the Term-Out Option, and (c) the Borrower shall pay the term-out fee to the Designated Agent for the account of each Lender pursuant to Section 2.03(b). In the event the Maturity Date shall be so extended, (i) all Advances that are subject to such extension and outstanding on the Scheduled Termination Date shall continue to constitute Advances following such date, (ii) all Advances that are not subject to such extension but are outstanding on the Scheduled Termination Date shall be repaid on such date, (iii) the Commitments will terminate and the commitment fee shall cease to accrue, in each case on the Scheduled Termination Date, and (iv) the Borrower may not borrow or reborrow any additional Advances on or after such date. ARTICLE III.