Common use of Amend and Extend Clause in Contracts

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Commitment”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the maturity date of any Class of Loans and Revolving Credit Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Credit Commitments that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Credit Commitments to which such Extension relates. Each Lender of the applicable Class 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 such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, subject to the Extension Offer as set forth in the Extension notice, then the Revolving Credit Commitments 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.

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Commitment”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the maturity date Term Loan Maturity Date of any Class of Loans and Revolving Credit Commitments Borrowing to the extended maturity date specified in such notice. Such notice shall (i) set forth (1) the amount of the applicable Class Borrowing of Revolving Credit Commitments that will Term Loans to be subject to the Extension extended (which shall not be in minimum increments of $1,000,000 less than the Minimum Threshold) and a minimum amount of $5,000,000), (ii2) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice Request (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretionagree)) and (iii) identify identifying the relevant Class Borrowing or Borrowings of Revolving Credit Commitments Term Loans to which such the Extension Request relates. Each Lender of the applicable Class Borrowing 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 such Class Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the BorrowerAgent. If the aggregate principal amount of Revolving Credit Commitments Term Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer (such Term Loans, “Extended Term Loans”) shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, subject Term Loans offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Credit Commitments Term Loans of Lenders of the applicable Class Borrowing shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Commitment”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the maturity date Term Loan Maturity Date of any Class of Loans and Revolving Credit Commitments Borrowing to the extended maturity date specified in such notice. Such notice shall (i) set forth (1) the amount of the applicable Class Borrowing of Revolving Credit Commitments that will Term Loans to be subject to the Extension extended (which shall not be in minimum increments of $1,000,000 less than the Minimum Threshold) and a minimum amount of $5,000,000), (ii2) set forth the date on which such Extension is are requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice Request (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretionagree)) and (iii) identify identifying the relevant Class Borrowing or Borrowings of Revolving Credit Commitments Term Loans to which such the Extension Request relates. Each Lender of the applicable Class Borrowing 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 such Class Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the BorrowerAgent. If the aggregate principal amount of Revolving Credit Commitments 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 Revolving Credit Commitments, subject Term Loans offered to be extended by the Borrower pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Credit Commitments Term Loans of Lenders of the applicable Class Borrowing shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent may at any time and from time to time, time request an extension that all or a portion of the Commitments (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Existing Commitment”), as well as ) be converted to extend the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the scheduled maturity date of any Class payment of Loans and Revolving Credit Commitments principal with respect to the extended maturity date specified in such notice. Such notice shall (i) set forth the all or a portion of any principal amount of such Commitments (any Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.25. In order to establish any Extended Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the applicable Class of Revolving Credit Commitments that will be subject to the Extension (Lenders, which such request shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), offered equally to all Lenders) (iian “Extension Request”) set setting forth the date on which such Extension is requested to become effective (Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than ten thirty (10) Business Days nor more than sixty (6030) days after the date of on which such Extension notice (or such longer or shorter periods as is delivered to the Administrative Agent Agent, and the proposed terms of the Extended Commitments to be established, which terms shall agree be identical in its sole discretionall material respects to the Existing Commitments; provided, however, that (i) the scheduled Final Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A)) and , in each case, to the extent provided in the applicable Extension Amendment, (iii) identify all borrowings and all repayments of outstanding loans (including permanent repayments) under the relevant Class of Revolving Credit Extended Commitments to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension made on a pro rata basis or less than pro rata basis with all other Commitments, and on (iv) the same Extension Amendment may provide for such other terms and conditions as each other Lender of such Class pursuant (in addition to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, subject to the Extension Offer as set forth those provided in the Extension notice, then the Revolving Credit Commitments of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts foregoing clauses (i) through (iii)) with respect to which such Lenders have accepted the Extended Commitments that either, at the option of Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension OfferAmendment (as determined by Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to Borrower (as determined by Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Final Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) such terms shall be reasonably satisfactory to Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of the lenders of Extended Commitments, no consent shall be required from Administrative Agent or the Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to Administrative Agent)). No Lender shall have any obligation to agree to have any of its Commitments converted into Extended Commitments pursuant to any Extension Request; provided that Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.20 (Removal or Replacement of a Lender).

Amend and Extend. (a) The Borrower maymay at any time and from time to time request that all or a portion of the Revolving Commitments (each, by written an “Existing Commitment”) be converted to extend the scheduled Maturity Date of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any Revolving Commitments which have been so converted, “Extended Commitments”) and to provide for other terms consistent with this Section 2.28 (Amend and Extend). In order to establish any Extended Commitments, the Borrower shall provide a notice to the Administrative Agent from time (who shall provide a copy of such notice to timeeach of the Lenders, which such request an extension shall be offered equally to all Lenders) (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit CommitmentExtension Request”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the maturity date of any Class of Loans and Revolving Credit Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Credit Commitments that will be subject to the Extension (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) set setting forth the date on which such Extension is requested to become effective (the Borrower proposes that the Extended Commitments shall be effective, which shall be a date not less than ten thirty (10) Business Days nor more than sixty (6030) days after the date of on which such Extension notice (or such longer or shorter periods as is delivered to the Administrative Agent Agent, and the proposed terms of the Extended Commitments to be established, which terms shall agree be identical in its sole discretionall material respects to the Existing Commitments; provided that (i) the scheduled Maturity Date shall be extended for such Extended Commitments, (ii) (A) the interest margins and commitment fees with respect to the Extended Commitments may be higher or lower than the interest margins 77 and commitment fees for the Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of any increased margins or commitment fees contemplated by the preceding clause (A)) and , in each case, to the extent provided in the applicable Extension Amendment, (iii) identify all borrowings and all repayments of outstanding loans (including permanent repayments) under the relevant Class of Revolving Credit Extended Commitments to which such Extension relates. Each Lender of the applicable Class shall be offered (an “Extension Offer”) an opportunity to participate in such Extension made on a pro rata basis with all other Revolving Commitments, and on (iv) the same Extension Amendment may provide for such other terms and conditions as each other Lender of such Class pursuant (in addition to procedures established by, or reasonably acceptable to, the Administrative Agent and the Borrower. If the aggregate principal amount of Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments, subject to the Extension Offer as set forth those provided in the Extension notice, then the Revolving Credit Commitments of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts foregoing clauses (i) through (iii)) with respect to which such Lenders have accepted the Extended Commitments that either, at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of such Extension OfferAmendment (as determined by the Borrower in good faith), (y) if otherwise not consistent with the Existing Commitments subject to such Extension Request, are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of such Existing Commitments subject to such Extension Request, except, in each case under this clause (y), with respect to covenants and other terms applicable solely to any period after the Maturity Date of the Existing Commitments in effect immediately prior to such Extension Request or (z) to the extent such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders providing the Existing Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments converted into Extended Commitments pursuant to any Extension Request; provided that the Borrower shall be entitled to exercise its right to remove any Lender who does not agree to such conversion as a Non-Consenting Lender pursuant to Section 2.21 (Removal or Replacement of Lenders).

Amend and Extend. Transactions (a1) The Borrower Open Text may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension” and each group of Commitments so extended (each, an “Extended Revolving Credit Commitment”), as well as the original Revolving Credit Commitments not so extended, being a “Class”; any Extended Revolving Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from which they were converted) of the maturity date Term Loan Repayment Date of any Class of Loans Advance and Revolving Credit Commitments to the extended maturity date specified in such notice. Such notice shall shall: (ia) set forth the amount of the applicable Class of Revolving Credit Commitments that will Term Loans to be subject to the Extension extended (which shall be in minimum increments of U.S. $1,000,000 and a minimum amount of U.S. $5,000,000), ; (iib) set forth the date on which such Extension is requested to become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretionagree)) ); and (iiic) identify the relevant Class of Revolving Credit Commitments Term Loans to which such Extension relates. Each Lender of the applicable Class 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 such Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent and the BorrowerAgent. If the aggregate principal amount of Revolving Credit Commitments 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 Revolving Credit Commitments, subject Term Loans requested to the be extended by Open Text pursuant to such Extension Offer as set forth in the Extension noticeOffer, then the Revolving Credit Commitments Term Loans of Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer.. (2) It shall be a condition precedent to the effectiveness of any Extension that (a) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (b) the representations and warranties set forth in Article 5 and in each other Credit Document shall be true and correct in all material respects on and as of the date of such Extension, and (c) the terms of such Extended Term Loans shall comply with Section 2.13(3). (3) The terms of each Extension shall be determined by Open Text and the applicable extending Lender and set forth in an Extension Amendment; provided that (a) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Repayment Date, (b) the average life to maturity of the Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (c) the Extended Term Loans will rank pari passu (or more junior) in right of payment and with respect to security with the Term Loans and