Example ContractsClausesextensions of term loans and revolving credit commitmentsVariants
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The terms and conditions of any Incremental Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated as a single Class with the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respect to the other Revolving Commitments.

The terms and conditions of any Incremental CommitmentRevolving Commitments and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments hereunder and Revolvingthe Loans and other extensions of credit made thereunder, and shall be treated as a single Classclass with thesuch Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respect to the other Revolving Commitments.Loans.

The terms and conditions of any Incremental Commitment and Loans and other extensions of creditCommitments pursuant to be made thereunderany Incremental Revolving Commitment Increase shall be identical tothe same as those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder,the Class that is being increased and shall be treated as a single Class with thesuch Revolving Commitments and Revolving Loans; provided that any interest margins, commitment fees, pricing and rate floors applicable to any Incremental Revolving Commitment Increase may exceed the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such feesinterest margins, commitment fees, pricing and rate floors payable with respect to the Revolving Loans and/or Revolving Commitments pursuant to the terms of this Agreement, as amended through the date of such calculation, in which case the Applicable Rate and/or the fee payable pursuant to [Section 2.12(a)], in each case as in effect for the other Revolving Commitments.Loans and Revolving Commitments, shall be automatically increased to eliminate such excess (it being understood that additional upfront or similar fees may be payable to the participating in such Incremental Revolving Commitment Increase without any requirement to pay such amounts to any existing Revolving ). The terms and conditions of any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be set forth in the applicable Incremental Facility Agreement; provided that # no Incremental Term Loan Maturity Date shall be earlier than the latest Maturity Date then in effect, # the scheduled amortization and optional or mandatory prepayment terms and provisions, including in respect of the allocations of payments to or within any such Class of any such Incremental Term Loans shall be based on current market terms at the time of incurrence thereof, # no Incremental Term Loan shall be secured, and # any other terms shall be as agreed between the Borrower and the providing such Incremental Term Loans; provided that no Incremental Term Loan shall be subject to a restrictive covenant not previously provided for in this Agreement unless this Agreement is amended to include such restrictive covenant for the benefit of all . Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate Series of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement.

The

under Other Revolving Credit Commitments, Initial Term Loans, Incremental Term Loans (including Incremental Amendment No. 1 Term Loans), Refinancing Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series. Revolving Credit Commitments, Incremental Revolving Credit Commitments, Extended Revolving Credit Commitments, Other Revolving Credit Commitments, Initial Term Commitments, Incremental Term Commitments (including Incremental Amendment No. 1 Term Commitments) or Refinancing Term Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions of any Incremental Commitment and Loans and other extensions of creditshall be construed to be in different Classes. Commitments (and, in each case, the Loans made thereunderpursuant to such Commitments) that have the same terms and conditions shall be identicalconstrued to those ofbe in the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, andsame Class. There shall be treated asno more than an aggregate of four Classes of revolving credit facilities and eight Classes of term loan facilities under this Agreement at any time outstanding under this Agreement. For the avoidance of doubt, the Incremental Amendment No. 1 Term Loans shall constitute a singleseparate Class withfrom the Revolving CommitmentsInitial Term Loans on and Revolving Loans; provided thatafter the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respect to the other Revolving Commitments.Amendment No. 1 Effective Date.

The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder,thereunder (including the Tranche under which such Incremental Revolving Commitment is being effected), and shall be treated as a single Class with thesuch Revolving Commitments and RevolvingLoans under such Tranche. The terms and conditions of any Incremental Term Loan Commitments and the Incremental Term Loans to be made thereunder shall be, except as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the Tranche A Term Loan Commitments and the Tranche A Term Loans; provided that # the Borrower at its election may pay upfront or closing feesinterest rate margins with respect to any Incremental Term Loans shall be as agreed by and in respect thereof, # any Incremental Term Loan shall have terms, in ’s reasonable judgment, customary for a term loan of such type under then-existing market convention, # subject to [clause (ii) above], the amortization schedule with respect to any Incremental Term Loans shall be as agreed by and in respect thereof, provided that the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the Tranche A Terms Loans and Incremental Term Loans with the longest remaining weighted average life to maturity, # no Incremental Term Maturity Date with respect to Incremental Commitments without payingTerm Loans shall be earlier than the Tranche A Term Loan Maturity Date, # except as set forth above (or otherwise customary for Incremental Term Loans of such feestype), the Incremental Term Loans shall be treated no more favorably than the Tranche A Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that the foregoing shall not apply to covenants or other provisions applicable only to periods after the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Term Loans; provided further that any Incremental Term Loans may add additional covenants or events of default not otherwise applicable to the Tranche A Term Loans or covenants more restrictive than the covenants applicable to the Tranche A Term Loans in each case prior to the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Facility so long as all receive the benefits of such additional covenants, events of default or more restrictive covenants (unless such additional covenants, events of default or more restrictive covenants are customarily limited to term loans of the type of such Incremental Term Loans), # to the extent the terms applicable to any Incremental Term Loans are inconsistent with the terms applicable to the Tranche A Term Loans (except, in each case, as otherwise permitted pursuant to this paragraph (b)), such terms shall be reasonably satisfactory to , # any Incremental Term Loans shall have the same Guarantees as, shall rank pari passu with respect to the otherLiens on the Collateral and in right of payment with the Loans (except to the extent that the related Incremental Facility Agreement provides for such Incremental Term Loans to be treated less favorably, in which case such Incremental Term Loans shall be subject to a customary intercreditor agreement in form and substance reasonably satisfactory to ), (viii), in the case of Incremental Term Loans marketed as term “B” loans to institutional investors (“Incremental Term B Loans”), any Incremental Term Loan Amendment with respect to Incremental Term B Loans may # include such features as are, in the reasonable judgment of and , customarily applicable to such type of loans (including but not limited to the ability to do refinancing amendments, extensions/loan modification offers and repurchases of such Incremental Term B Loans and limitations on the applicability of financial covenants to such Incremental Term B Loans) and # may provide for additional Collateral hereunder so long as such Collateral is shared on a pari passu basis with the Loans, # any holding Incremental Term B Loans may agree in advance pursuant to an Incremental Term Loan Amendment to certain modifications to the negative (but not financial maintenance) covenants set forth in [Article VI] hereof so long as such modifications shall not be applicable under this Agreement until such time as, and to the extent that, the Required (calculated without giving effect to holding such Incremental Term B Loans) have otherwise approved such modifications. Any Incremental Term Loan Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Loan Commitments and Incremental Term Loans for all purposes of this Agreement. Notwithstanding the foregoing, in no event shall there be more than five (5) maturity dates in respect of the Credit Facilities (including any Replacement Term Loans or Replacement Revolving Commitments.Facilities).

The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunderIncrease shall be identical to thosetreated the same as the Class of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder,being increased (including with respect to maturity date thereof) and shall be treated as a singleconsidered to be part of the Class withof Revolving Credit Facility being increased (it being understood that, if required to consummate an Incremental Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Commitments being increased may be increased and Revolving Loans; provided that the Borrower at its election may payadditional upfront or closingsimilar fees with respectmay be payable to the lenders providing the Incremental Commitments without payingRevolving Commitment Increase (without any requirement to pay such fees with respect to the otherany existing Revolving Commitments.Lenders)).

The

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this ‎[Section 2.14], # each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Incremental Commitment and Loans and other extensions of credit to be made thereunder shall be identical to thoseLoan Party organized under the laws of the Revolving Commitments and Revolving Loans and other extensionsUnited States, any state thereof, the District of credit made thereunder, and shallColumbia or any territory thereof, may be treateddesignated as a single Class withborrower in respect thereof so long as all obligors under such Incremental Facility are the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such feessame as with respect to the otherLoans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and # each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments.Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this ‎[Section 2.14], # each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loansand collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and # each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

The terms and conditionsprovisions of anythe Incremental Commitment andRevolving Loans and other extensions of credit to be made thereunderIncremental Revolving Loan Commitments shall be identical to those(and in any event no more favorable than) the terms and provisions of the Revolving Commitments and Revolving Loans and other extensionsthe Revolving Loan Commitments at such time. Any tranche of credit made thereunder,Incremental Term Loans # shall be available to in Dollars, # shall rank pari passu in right of payment with the Revolving Loans, # shall not mature earlier than the Revolving Loan Termination Date or any later date to which the Revolving Loan Termination Date has been extended at such time, and # shall be treated substantially the same as a single Class with(and in any event no more favorably than) the Revolving Commitments and Revolving Loans; provided that # the Borrower at its electionterms and conditions applicable to any tranche of Incremental Term Loans maturing after the Revolving Loan Termination Date may pay upfrontprovide for material additional or closing fees with respect todifferent financial or other covenants requirements applicable only during periods after the Revolving Loan Termination Date and # the Incremental Commitments without paying such fees with respectTerm Loans may be priced differently than the Revolving Loans and may have amortization or prepayments prior to the other Revolving Commitments.Loan Termination Date. Without limiting the foregoing, any Incremental Revolving Loans shall bear interest (and, to the extent applicable, Commitment Fees) at rates that are no more favorable than the rate then applicable to the Revolving Loans; it being understood and agreed that this Agreement shall be amended as contemplated by [Section 2.23(D)(iv)] below to provide the then existing Revolving Loan Lenders the benefit of any more favorable rates (and, to the extent applicable, Commitment Fees) payable to the Lenders of such Incremental Revolving Loans.

The termsIncremental Revolving Commitments and conditions of any Incremental Commitment and Loansthe loans and other extensions of credit to be made thereunder shall be identicalhave the same terms applicable to those of the Revolving Credit Commitments under the Credit Agreement immediately prior to giving effect to this Agreement and Revolvingthe Loans and other extensions of credit made thereunder, respectively. From and after the Incremental Facility Closing Date, the Incremental Revolving Lenders shall be treated as a single Class with the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such fees with respectparty to the other Revolving Commitments.Credit Agreement, have the

The terms

Class and conditions# each Incremental Term Lender of any Incremental Commitment and Loans and other extensions of credit to be made thereundersuch Class shall be identical to those of the Revolving Commitments and Revolving Loans and other extensions of credit made thereunder, and shall be treated asbecome a single Class with the Revolving Commitments and Revolving Loans; provided that the Borrower at its election may pay upfront or closing fees with respect to Incremental Commitments without paying such feesLender hereunder with respect to the otherIncremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments.Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this [Section 2.14], # each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrowers (or any Loan Party organized in an Agreed Borrower Jurisdiction may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loansand collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and # each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

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