Common use of Amendment and Extension Clause in Contracts

Amendment and Extension. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of Commitments and/or Term Loans (if any) to the extended maturity or termination date specified in such notice. Such notice shall (i) set forth the amount of the applicable Commitments and/or Term Loans to be extended (ii) set forth the date on which such Extension is requested to become effective and (iii) identify the relevant Commitments and/or Term Loans to which the Extension request relates. Each applicable Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of the same class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Each Lender may elect to participate in any Extension in its sole and absolute discretion, provided that any Lender that does not respond to an Extension Offer shall be deemed to have declined its participation in such Extension. If the aggregate principal amount of Commitments or Term Loans (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 Commitments or Term Loans, as applicable, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Commitments or Term Loans, as applicable, of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer (but in no event to exceed the Commitments or Term Loans held by such Lender). (b) It shall be a condition precedent to the effectiveness of any Extension that (i) clauses (a) and (c) of Section 6.2.1 shall be satisfied immediately prior to and immediately after giving effect to such Extension, (ii) the Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such extension provides for the issuance of Letters of Credit or the making of Swing Line Loans at any time during the extended period and (iii) the terms of such extended Commitments and/or extended Term Loans shall comply with Section 3.3(c). (c) The terms of each Extension shall be determined by the Borrowers and the applicable extending Lender; provided that (i) the final maturity date of any extended Commitment or extended Term Loan shall be no earlier than the maturity or termination date of the Commitments or Term Loans being extended, (ii)(A) there shall be no scheduled amortization of the extended Commitments and (B) the weighted average life to maturity of the extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans being extended, (iii) the extended Revolving Loans and the extended Term Loans will rank pari passu in right of payment with the existing Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not an Obligor, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any extended Term Loans or extended Commitments (and the extended Revolving Loans thereunder) shall be determined by the Borrowers and the Lenders providing such extended Term Loans or extended Commitments, as applicable and (v) to the extent the terms of the extended Term Loans or the extended Commitments are inconsistent with any other terms set forth in this Agreement (for the avoidance of doubt, except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Borrowers, the Administrative Agent and such applicable extending Lender.

Amendment and Extension. (a) The Borrowers Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, each an “Extension”) of the maturity or termination date of any Loans and Commitments and/or Term Loans (if any) to the extended maturity or termination date specified in such notice, provided that not more than two Extensions shall be permitted. Such notice shall (i) set forth the amount of the applicable Commitments and/or Term Loans that will be subject to the Extension (which shall be extended in an amount equal to more than 50% of the aggregate Commitments then in effect) and (ii) set forth the date on which such Extension is requested to become effective and (iiiwhich shall be not less than ten (10) identify Business Days nor more than sixty (60) days after the relevant Commitments and/or Term Loans to which date of such Extension notice (or such longer or shorter periods as the Extension request relatesAdministrative Agent shall agree in its sole discretion)). Each applicable Lender Bank shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of the same class Bank pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Each Lender may elect to participate in any Extension in its sole Agent and absolute discretion, the Borrower; provided that no Bank shall be obligated to accept an Extension Officer, and any Lender that does not respond Bank’s failure to accept an Extension Offer within any time specified for acceptance shall be deemed to have declined its participation in such Extensionbe a declination thereof. If the aggregate principal amount of Commitments or Term Loans (calculated on the face amount thereof) in respect of which Lenders Banks shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Commitments or Term Loans, subject to the Extension Offer as applicable, offered to be extended by set forth in the Borrowers pursuant to such Extension Offernotice, then the Commitments or Term Loans, as applicable, of Lenders of the applicable class such Banks shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders Banks have accepted such Extension Offer (but in no event to exceed the Commitments or Term Loans held by such Lender)Offer. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (i) clauses (a) no Default or Event of Default shall have occurred and (c) of Section 6.2.1 shall be satisfied continuing immediately prior to and immediately after giving effect to such Extension, ; (ii) the Issuer representations and warranties set forth in Section 5 and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such Extension; (iii) the Issuing Banks and the Swing Line Lender Bank shall have consented to any Extension of the Commitments, Commitments to the extent that such extension Extension provides for the issuance or extension of Letters of Credit or the making of Swing Line Loans at any time during the extended period period; and (iiiiv) the terms of such extended Commitments and/or extended Term Loans shall comply with Section 3.3(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Borrowers Borrower and the applicable extending LenderBanks and set forth in an Extension Amendment; provided that (i) the final maturity date of any extended Extended Commitment or extended Term Loan shall be no earlier than the maturity or termination date of the Commitments or Term Loans being extendedMaturity Date, (ii)(Aii) there shall be no scheduled amortization of the extended Commitments and (B) the weighted average life to maturity loans or reductions of the extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans being extendedcommitments under any Extended Commitments, (iii) the extended Revolving Loans and the extended Term Extended Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans Loans, (iv) the borrower and none guarantors of the obligors or Extended Commitments shall be the same as the borrower and guarantors with respect thereto shall be a Person that is not an Obligorto the existing Loans, (ivv) the interest rate margin, rate floors, fees, original issue discounts floors and premiums fees applicable to any extended Term Loans or extended Commitments Extended Commitment (and the extended Revolving Extended Loans thereunder) shall be determined by the Borrowers Borrower and the Lenders providing such extended Term Loans or extended applicable extending Banks, (vi) borrowing and prepayment of Extended Loans, reductions of Extended Commitments, as applicable and participations in Letters of Credit and Swing Line Loans shall be on a pro rata basis with the other Loans and Commitments (other than upon the maturity of the non-extended Loans and Commitments), and (vvii) to the extent the terms of the extended Term Loans or Extended Commitments shall be substantially identical to the extended Commitments are inconsistent with any other terms set forth in this Agreement herein (for the avoidance of doubt, except as set forth in clauses (i) through (ivvi) above). (d) In connection with any Extension, such terms shall be reasonably satisfactory to the BorrowersBorrower, the Administrative Agent and such each applicable extending LenderBank shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Bank as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Bank, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension, including (i) any amendments necessary to establish Extended Commitments as a new tranche of Commitments and (ii) such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranche (including to preserve the pro rata treatment of the extended and non-extended tranches and to provide for the reallocation of Loans and Letter of Credit Usage upon the expiration or termination of the commitments under any tranche), in each case on terms consistent with this section.

Amendment and Extension. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of Commitments and/or Term Loans (if any) to the extended maturity or termination date specified in such notice. Such notice shall (i) set forth the amount of the applicable Commitments and/or Term Loans to be extended (ii) set forth the date on which such Extension is requested to become effective and (iii) identify the relevant Commitments and/or Term Loans to which the Extension request relates. Each applicable Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of the same class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Each Lender may elect to participate in any Extension in its sole and absolute discretion, provided that any Lender that does not respond to an Extension Offer shall be deemed to have declined its participation in such Extension. If the aggregate principal amount of Commitments or Term Loans (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 Commitments or Term Loans, as applicable, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Commitments or Term Loans, as applicable, of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer (but in no event to exceed the Commitments or Term Loans held by such Lender). (ba) It shall be a condition precedent to the effectiveness of any Extension that (i) clauses (a) and (c) of Section 6.2.1 shall be satisfied immediately prior to and immediately after giving effect to such Extension, (ii) the Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such extension provides for the issuance of Letters of Credit or the making of Swing Line Loans at any time during the extended period and (iii) the terms of such extended Commitments and/or extended Term Loans shall comply with Section 3.3(c). (cb) The terms of each Extension shall be determined by the Borrowers and the applicable extending Lender; provided that (i) the final maturity date of any extended Commitment or extended Term Loan shall be no earlier than the maturity or termination date of the Commitments or Term Loans being extended, (ii)(A) there shall be no scheduled amortization of the extended Commitments and (B) the weighted average life to maturity of the extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans being extended, (iii) the extended Revolving Loans and the extended Term Loans will rank pari passu in right of payment with the existing Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not an Obligor, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any extended Term Loans or extended Commitments (and the extended Revolving Loans thereunder) shall be determined by the Borrowers and the Lenders providing such extended Term Loans or extended Commitments, as applicable and (v) to the extent the terms of the extended Term Loans or the extended Commitments are inconsistent with any other terms set forth in this Agreement (for the avoidance of doubt, except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Borrowers, the Administrative Agent and such applicable extending Lender.

Amendment and Extension. (a) The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the maturity or termination date of Commitments and/or Term Loans (if any) to the extended maturity or termination date specified in such notice. Such notice shall (i) set forth the amount of the applicable Commitments and/or Term Loans to be extended (ii) set forth the date on which such Extension is requested to become effective and (iii) identify the relevant Commitments and/or Term Loans to which the Extension request relates. Each applicable Lender shall be offered (an “Extension Offer”) an opportunity to participate in such Extension on a pro rata basis and on the same terms and conditions as each other Lender of the same class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. Each Lender may elect to participate in any Extension in its sole and absolute discretion, provided that any Lender that does not respond to an Extension Offer shall be deemed to have declined its participation in such Extension. If the aggregate principal amount of Commitments or Term Loans (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 Commitments or Term Loans, as applicable, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Commitments or Term Loans, as applicable, of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer (but in no event to exceed the Commitments or Term Loans held by such Lender). (b) It shall be a condition precedent to the effectiveness of any Extension that (i) clauses (a) and (c) of Section 6.2.1 shall be satisfied immediately prior to and immediately after giving effect to such Extension, (ii) the Issuer and the Swing Line Lender shall have consented to any Extension of the Commitments, to the extent that such extension provides for the issuance of Letters of Credit or the making of Swing Line Loans at any time during the extended period and (iii) the terms of such extended Commitments and/or extended Term Loans shall comply with Section 3.3(c). (c) The terms of each Extension shall be determined by the Borrowers and the applicable extending Lender; provided that (i) the final maturity date of any extended Commitment or extended Term Loan shall be no earlier than the maturity or termination date of the Commitments or Term Loans being extended, (ii)(A) there shall be no scheduled amortization of the extended Commitments and (B) the weighted average life to maturity of the extended Term Loans shall be no shorter than the remaining weighted average life to maturity of the Term Loans being extended, (iii) the extended Revolving Loans and the extended Term Loans will rank pari passu in right of payment with the existing Revolving Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not an Obligor, (iv) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any extended Term Loans or extended Commitments (and the extended Revolving Loans thereunder) shall be determined by the Borrowers and the Lenders providing such extended Term Loans or extended Commitments, as applicable and (v) to the extent the terms of the extended Term Loans or the extended Commitments are inconsistent with any other terms set forth in this Agreement (for the avoidance of doubt, except as set forth in clauses (i) through (iv) above), such terms shall be reasonably satisfactory to the Borrowers, the Administrative Agent and such applicable extending Lender.or