Example ContractsClausesExtensions of Term Loans and Revolving Credit Commitments
Extensions of Term Loans and Revolving Credit Commitments
Extensions of Term Loans and Revolving Credit Commitments contract clause examples

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[Borrower:Organization]], so long as the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and # repayments required upon the maturity date of the non-extending Revolving Credit Commitments[[Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[Borrower:Organization]], (v[[Borrower:Organization]] and (vi[[Borrower:Organization]], be determined between the Borrower and the applicable Lenders and set forth in the relevant Extension Offer[[Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[Borrower:Organization]], (v[[Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[Borrower:Organization]] with respect to the Loans of the same Class under each of the other Group Credit Agreements.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[Borrower:Organization]], so long as the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and # repayments required upon the maturity date of the non‑extending Revolving Credit Commitments[[Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[Borrower:Organization]], (v[[Borrower:Organization]] and (vi[[Borrower:Organization]], be determined between the Borrower and the applicable Lenders and set forth in the relevant Extension Offer[[Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[Borrower:Organization]], (v[[Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[Borrower:Organization]] with respect to the Loans of the same Class under each of the other Group Credit Agreements.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[Borrower:Organization]], so long as the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and # repayments required upon the maturity date of the non‑extending Revolving Credit Commitments[[Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[Borrower:Organization]], (v[[Borrower:Organization]] and (vi[[Borrower:Organization]], be determined between the Borrower and the applicable Lenders and set forth in the relevant Extension Offer[[Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[Borrower:Organization]], (v[[Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[Borrower:Organization]] with respect to the Loans of the same Class under each of the other Group Credit Agreements.

Extensions of Term Loans and Revolving Credit Commitments. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one (1) or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Term Lenders of any Class of Term Loans or any Class of Revolving Credit Commitments, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments of the applicable Class) and on the same terms to each such Lender, the Borrowers are 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 Term Loans and/or Revolving Credit Commitments of the applicable Class and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by changing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”) and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended), being a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below) shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted, it being understood that an Extension may be in the form of an increase in the amount of any other then outstanding Class of Term Loans or Revolving Credit Commitments otherwise satisfying the criteria set forth below, so long as the following terms are satisfied:

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[Borrower:Organization]], so long as the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and # repayments required upon the maturity date of the non‑extending Revolving Credit Commitments[[Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[Borrower:Organization]], (v[[Borrower:Organization]] and (vi[[Borrower:Organization]], be determined between the Borrower and the applicable Lenders and set forth in the relevant Extension Offer[[Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[Borrower:Organization]], (v[[Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[Borrower:Organization]] with respect to the Loans of the same Class under each of the other Group Credit Agreements.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[WXXA Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[WXXA Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[WXXA Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[WXXA Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[WXXA Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[WXXA Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[WXXA Borrower:Organization]], so long as the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[WXXA Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[WXXA Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[WXXA Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[WXXA Borrower:Organization]] and 2.04(g[[WXXA Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[WXXA Borrower:Organization]] and 2.04(g[[WXXA Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[WXXA Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[WXXA Borrower:Organization]] and # repayments required upon the maturity date of the non‑extending Revolving Credit Commitments[[WXXA Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[WXXA Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[WXXA Borrower:Organization]], (v[[WXXA Borrower:Organization]] and (vi[[WXXA Borrower:Organization]], be determined between the Borrower and the applicable Lenders set forth in the relevant Extension Offer[[WXXA Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[WXXA Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[WXXA Borrower:Organization]], (v[[WXXA Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[WXXA Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[WXXA Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[WXXA Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[WXXA Borrower:Organization]] with respect to the Loans of the same Class under each of the other Group Credit Agreements.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of any tranche of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be[[Borrower:Organization]] and on the same terms to each such Lender, 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 relevant tranche of Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such tranche of Term Loans and/or Revolving Credit 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 Term Loans and/or Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and/or modifying the amortization schedule in respect of such Lender’s Term Loans[[Borrower:Organization]] (each, an “Extension,” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case not so extended[[Borrower:Organization]], being a “tranche”; any Extended Term Loans (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted, and any Extended Revolving Credit Commitments (as defined below[[Borrower:Organization]] shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were converted[[Borrower:Organization]], so long as # the Refinancing/Extension Condition has been satisfied or waived, and # the following terms are satisfied: # [Reserved], # except as to interest rates, fees and final maturity (which shall be determined by the Borrower and set forth in the relevant Extension Offer[[Borrower:Organization]], the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an extension with respect to such Revolving Credit Commitment (an “Extending Revolving Credit Lender”) extended pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be[[Borrower:Organization]] with the same terms as the original Revolving Credit Commitments (and related outstandings[[Borrower:Organization]]; provided that # subject to the provisions of Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]] to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Extended Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Applicable Revolving Credit Percentages (and except as provided in Sections 2.03(l[[Borrower:Organization]] and 2.04(g[[Borrower:Organization]], without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued[[Borrower:Organization]] and all borrowings under Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings[[Borrower:Organization]] and # repayments required upon the maturity date of the non‑extending Revolving Credit Commitments[[Borrower:Organization]] and # at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments[[Borrower:Organization]] which have more than three different maturity dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv[[Borrower:Organization]], (v[[Borrower:Organization]] and (vi[[Borrower:Organization]], be determined between the Borrower and the applicable Lenders and set forth in the relevant Extension Offer[[Borrower:Organization]], the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer until the maturity of such Term Loans, # the final maturity date of any Extended Term Loans shall be no earlier than the then latest Maturity Date of any Term Loans under the tranche of Term Loans extended thereby and the amortization schedule of the Extended Term Loans (prior to the Maturity Date of the Term Loans extended thereby[[Borrower:Organization]] may not be increased compared to the amortization schedule of the Term Loans extended thereby pursuant to Section 2.07(a[[Borrower:Organization]], (v[[Borrower:Organization]] the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis[[Borrower:Organization]] in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # if the aggregate principal amount of Term Loans (calculated on the face amount thereof[[Borrower:Organization]] or Revolving Credit Commitments, as the case may be, in respect of which Term Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record[[Borrower:Organization]] with respect to which such Term Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower, # the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent and # an extension comparable to each such Extension has been consummated (or will be concurrently consummated[[Borrower:Organization]] with respect to the Loans (if any[[Borrower:Organization]] of the same Class under each of the other Group Credit Agreements.

Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans with a like Maturity Date or Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments with the same Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrower may from time to time offer to extend the maturity date of any Term Loans or Revolving Commitments under any Revolving Facility and otherwise modify the terms of such Term Loans or such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans or such Revolving Commitments (and related outstandings) or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension,” and each group of Term Loans or Revolving Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Commitments (in each case not so extended), being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: # no Default shall have occurred and be continuing at the time an Extension Offer is delivered to the Lenders, # except as to interest rates, fees and final maturity, the Revolving Commitment under any Revolving Facility of any Revolving Lender (an “Extending Revolving Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be a Revolving Commitment under such Revolving Facility (or related outstandings, as the case may be) with the same terms as the applicable original Revolving Commitments (and related outstandings); provided that # subject to the provisions of [Section 2.7(f)] and [Section 3.10] regarding Swingline Loans and Letters of Credit that mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Revolving Lenders in accordance with their respective pro rata shares of the Revolving Facility (and except as provided in [Section 2.7(f)] or [Section 3.10], without giving effect to changes thereto on an earlier Maturity Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and all borrowings under the Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for # payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and # repayments required upon the Maturity Date of the non-extending Revolving Commitments) and # at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) that have more than three different Maturity Dates, # except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms as the Class of Term Loans subject to such Extension Offer, # the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date hereunder and the amortization schedule applicable to Term Loans pursuant to [Section 2.3] for periods prior to the Term Loan Maturity Date may not be increased, # the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, # any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer, # all documentation in respect of such Extension shall be consistent with the foregoing, and # any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. Following any such Extension Offer, the applicable Administrative Agent shall notify the applicable Lenders thereof, each of whom shall, in its sole discretion, determine whether or not to accept such Extension Offer.

Revolving Credit Commitments and Term Loans. One or more of the Lenders (each, a “Non-Extending Lender”) has elected not to extend its Revolving Credit Commitment pursuant to the terms of this Amendment, and as a result, its Revolving Credit Commitment shall terminate on the Third Amendment Closing Date, and the Term Loan of each Non-Extending Lender shall be paid in full on the Third Amendment Closing Date. The Revolving Credit Commitments and Term Loans of the Lenders who continue to extend Revolving Credit Commitments and Term Loans to the Borrower are hereby reallocated among the Lenders effective as of the Third Amendment Closing Date. Each such Lender, by executing and delivering this Amendment, agrees in connection therewith # to provide a Revolving Credit Commitment in the amount for such Lender as set forth on [Schedule 1.1(B)] attached hereto, and # to continue to provide a Term Loan to the Borrower in the amount for such Lender as set forth on [Schedule 1.1(B)] attached hereto. The aggregate amount of the Term Loans outstanding on the Third Amendment Closing Date is $87,500,000.00.

The Borrowers may at any time and from time to time request that all or a portion of the # Term Loans of one or more Tranches existing at the time of such request (each, an “Existing Term Loan Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or # Revolving Credit Commitments and Revolving Credit Loans of one or more Tranches existing at the time of such request (each, an “Existing Revolving Trancheand together with the Existing Term Loan Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Credit Commitments”, and the Revolving Credit Loans of such Existing Revolving Tranche, the “Existing Revolving Loansand, together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Credit Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans, Revolving Credit Commitments or Revolving Credit Loans, as applicable, of such Extended Tranches, the “Extended Term Loans”, “Extended Revolving Credit Commitments” or “Extended Revolving

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