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”) of the Term Loan Maturity Date of any Borrowing to the extended maturity date specified in such notice. Such notice shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (which shall not be less than the Minimum Threshold) and (2) the date on which such Extension are requested to become effective (which shall be not less than ten Business Days nor more than sixty days after the date of such Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable 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 Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.

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 Term Loan Maturity Date maturity date of any Borrowing Class of Loans and Revolving Credit Commitments to the extended maturity date specified in such notice. Such notice shall (i) set forth (1) the amount of the applicable Borrowing Class of Term Loans Revolving Credit Commitments that will be subject to be extended the Extension (which shall not be less than the Minimum Thresholdin minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) and (2) set forth the date on which such Extension are 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 Request notice (or such longer or shorter periods as the Administrative Agent shall agreeagree in its sole discretion)) and (iii) identifying identify the relevant Borrowing or Borrowings Class of Term Loans Revolving Credit Commitments to which the such Extension Request relates. Each Lender of the applicable Borrowing 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 Borrowing Class pursuant to procedures established by, or reasonably acceptable to, the Administrative AgentAgent and the Borrower. If the aggregate principal amount of Term Loans (calculated on the face amount thereof) Revolving Credit Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered Revolving Credit Commitments, subject to be extended by the Borrower pursuant to such Extension OfferOffer as set forth in the Extension notice, then the Term Loans Revolving Credit Commitments of Lenders of the applicable Borrowing 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. (b) It The following shall be a condition conditions precedent to the effectiveness of any Extension that Extension: (1i) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, , (2ii) the representations and warranties set forth in Article III V and in each other Loan Document shall be deemed to be made and shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the effective date of such Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and that the representations and warranties contained in Sections 5.05(a) and (3b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively; (iii) the L/C Issuer and the Swing Line Lender shall have consented to any such Extension to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period which consent shall not be unreasonably withheld, delayed or conditioned; and (iv) the terms of such Extended Term Loans Revolving Credit Commitments shall comply with Section 2.23(c)paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender Lenders and set forth in an Extension Amendment; provided that (1i) the final maturity date of any Extended Term Loan Revolving Credit Commitment shall be no earlier than the Term Loan Maturity Date, (2ii) the Weighted Average Life to Maturity of the Extended Term Loans there shall be no shorter than the remaining Weighted Average Life to Maturity reductions of the Term Loanscommitments under any Extended Revolving Credit Commitments, (3iii) the Extended Term Revolving Credit Loans will rank pari passu in right of payment and with respect to security with the Term existing Revolving Credit Loans and none of the obligors or guarantors with in respect thereto thereof shall be a Person that is not a Loan Party, (4iv) the interest rate margin, rate floors, fees, original issue discounts discount and premiums premium applicable to any Extended Term Revolving Credit Commitment (and the Extended Revolving Credit Loans thereunder) shall be determined by the Borrower and the Lenders providing applicable extending Lenders, (v) borrowing and prepayment of Extended Revolving Credit Loans, or reductions of Extended Revolving Credit Commitments, and participation in Letters of Credit and Swing Line Loans thereunder, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Extended Term Loans Class, and (5vi) to the extent the terms of the Extended Term Loans are inconsistent with Revolving Credit Commitments shall be substantially identical to the terms set forth herein (except as set forth in clause clauses (i) through (ivv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the Borrower, the Administrative Agent Agent, the Required Lenders and each applicable extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. Any Extension Amendment may include conditions for delivery of opinions of counsel and other documentation consistent to the extent reasonably requested by the Administrative Agent to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension OfferExtension, including any amendments necessary to establish Extended Term Loans Revolving Credit Commitments as a new Borrowing or tranche Class of Term Loans Revolving Credit Commitments and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche Class (including, if desirable, including to preserve the pro rata treatment of the extended and non-extended Borrowings Classes and to provide for the reallocation of Revolving Credit Exposure upon the expiration or tranchestermination of the commitments under any Class), in each case on terms not inconsistent consistent with this Section 2.23)Section. (e) This With respect to all Extensions consummated by the Borrower pursuant to this Section, such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary2.05.

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 “ExtensionExisting 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 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 Term Loan Maturity Date of any Borrowing Lenders, which such request shall be offered equally to all Lenders) (an “Extension Request”) setting forth the extended maturity date specified in such notice. Such notice on which Borrower proposes that the Extended Commitments shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (effective, which shall be a date not be less than the Minimum Thresholdthirty (30) and (2) days after the date on which such Extension are requested notice is delivered to become effective (the Administrative Agent, and the proposed terms of the Extended Commitments to be established, which terms shall be not less identical in all 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 ten Business Days nor more than sixty days after the date 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 such any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and Amendment, (iii) identifying all borrowings and all repayments of outstanding loans (including permanent repayments) under the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing Extended Commitments 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 Borrowing pursuant (in addition to procedures established by, or reasonably acceptable to, those provided in the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause foregoing clauses (i) through (iviii)) abovewith respect to 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 Amendment (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). (b) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Commitments subject to such Extension Request converted into Extended Commitments shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Commitments subject to Extension Elections shall be converted to Extended Commitments on a pro rata basis based on the amount of Commitments included in such Extension Election. (c) Extended Commitments shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.25(e) and notwithstanding anything to the contrary set forth in Section 9.5 (Amendments and Waivers), shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Commitments) executed by Borrower, Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.25 each Extension Amendment may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agreement in effect at such time) with respect to the final maturity of new Commitments obtained following the date of such Extension Amendment. (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver Notwithstanding anything to the Administrative Agent an Extension Amendment and such other documentation as contrary contained in this Agreement, on any date on which any existing Commitments are converted to extend the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to related scheduled maturity date(s) in accordance with this Agreement and the other Loan Documents as may be necessary or appropriateSection 2.25, in the reasonable opinion case of the Administrative Agent existing Commitments of each Extending Lender, the aggregate principal amount of such existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans Commitments shall be established as a new Borrowing or tranche separate class of Term Loans and Commitments (together with any other Extended Commitments so established on such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23date). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 Administrative Agent and the Lenders hereby (i) consent to the contraryconsummation of the transactions contemplated by this Section 2.25 (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Requisite Lenders for any Extension Amendment that is effectuated pursuant to Section 2.25(c). (f) No conversion of Commitments pursuant to any Extension Amendment in accordance with this Section 2.25 shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the maturity date of each Extending Lender’s Extended Commitments, and attaches a copy of the proposed Extension Amendment.

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 “ExtensionExtension Request”) of setting forth the Term Loan Maturity Date of any Borrowing to date on which the extended maturity date specified in such notice. Such notice Borrower proposes that the Extended Commitments shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (effective, which shall be a date not be less than the Minimum Thresholdthirty (30) and (2) days after the date on which such Extension are requested notice is delivered to become effective (the Administrative Agent, and the proposed terms of the Extended Commitments to be established, which terms shall be not less identical in all 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 ten Business Days nor more than sixty days after the date 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 such any increased margins or commitment fees contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and Amendment, (iii) identifying all borrowings and all repayments of outstanding loans (including permanent repayments) under the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable Borrowing Extended Commitments 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 Borrowing pursuant (in addition to procedures established by, or reasonably acceptable to, those provided in the Administrative Agent. If the aggregate principal amount of Term Loans foregoing clauses (calculated on the face amount thereofi) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable Borrowing shall be extended ratably up to such maximum amount based on the respective principal amounts through (but not to exceed actual holdings of recordiii)) 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). (b) It Any Lender (an “Extending Lender”) wishing to have all or a portion of its Revolving Commitments subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Commitments subject to such Extension Request that it has elected to convert into Extended Commitments. In the event that the aggregate amount of Revolving Commitments subject to Extension Elections exceeds the amount of Extended Commitments requested pursuant to the Extension Request, Revolving Commitments subject to Extension Elections shall be converted to Extended Commitments on a condition precedent to pro rata basis based on the effectiveness amount of any Revolving Commitments included in such Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c)Election. (c) The terms of each Extension Extended Commitments shall be determined established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by Section 2.28(e) (Amend and Extend) and notwithstanding anything to the Borrower and the applicable extending Lender and contrary set forth in an Extension Amendment; provided that Section 10.6 (1) Amendments and Waivers), shall not require the final maturity date consent of any Extended Term Loan shall be no earlier Lender other than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and Extending Lenders with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (iCommitments) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, executed by the Borrower, the Administrative Agent and the Extending Lenders. In addition to any terms and changes required or permitted by this Section 2.28 (Amend and Extend) each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without but shall not be required to, impose additional requirements (not inconsistent with the consent provisions of any other Lender, effect such amendments to this Agreement in effect at such time) with respect to the final maturity of new Revolving Commitments obtained following the date of such Extension Amendment. (d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any existing Revolving Commitments are converted to extend the related scheduled Maturity Date in accordance with this Section 2.28 (Amend and the other Loan Documents as may be necessary or appropriateExtend), in the reasonable opinion case of the Administrative Agent existing Revolving Commitments of each Extending Lender, the aggregate principal amount of such existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so converted by such Lender on such date, and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans Commitments shall be established as a new Borrowing or tranche separate class of Term Loans and Revolving Commitments (together with any other Extended Commitments so established on such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23date). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 The Administrative Agent and the Lenders hereby (i) consent to the contraryconsummation of the transactions contemplated by this Section 2.28 (Amend and Extend) (including, for the avoidance of doubt, payment of any principal, interest, fees, or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Amendment) and (ii) hereby waive any requirement to obtain the consent of the Required Lenders for any Extension Amendment that is effectuated pursuant to this Section 2.28 (Amend and Extend). (f) No conversion of Revolving Commitments pursuant to any Extension Amendment in accordance with this Section 2.28 (Amend and Extend) shall (i) constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement or (ii) be made if an Event of Default has occurred and is continuing. (g) At least three (3) Business Days prior to the effectiveness of the Extension Amendment, the Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer that identifies each Lender and the amount of its Existing Commitments and Extended Commitments (after giving effect to the applicable Extension Amendment), the Maturity Date of each Extending Lender’s Extended Commitments, and attaching a copy of the proposed Extension Amendment.

Amend and Extend. (a) The Borrower may, by delivering a written notice to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders) not less than 60 days, but not more than 365 days, in advance of the Facility Termination Date in effect at such time (the “Existing Facility Termination Date”), request that the Lenders extend the Existing Facility Termination Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent from time given not later than the date that is the 20th day after the date of the such request (the “Extension Response Date”), advise the Administrative Agent in writing whether or not such L▇▇▇▇▇ agrees to timethe requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Facility Termination Date is referred to herein as a “Non-Extending Lender”; provided, request that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Extension Response Date and any Lender that is a Defaulting Lender on the Extension Response Date shall be deemed to be a Non-Extending Lender. The Administrative Agent shall notify the Borrower of the Lenders’ elections promptly following the Extension Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Facility Termination Date may be extended no more than two times pursuant to this Section 2.1(d). Each extension pursuant to this Section 2.1(d) shall be offered ratably to each Lender and shall be subject to the following provisions: (eachi) If, by the Extension Response Date, Lenders holding then existing Term Loans that aggregate 50% or more of the total outstanding Term Loans shall constitute Non-Extending Lenders, then the Existing Facility Termination Date shall not be extended and the outstanding principal balance of all Term Loans and other amounts payable hereunder shall be payable on the Existing Facility Termination Date in effect prior to such extension. (ii) If (and only if), by the Extension Response Date, Lenders holding Term Loans that aggregate more than 50% of the total outstanding Term Loans shall have agreed to extend the Existing Facility Termination Date (each such consenting Lender, an “ExtensionExtending Lender”) ), then effective as of the Existing Facility Termination Date, the Facility Termination Date for such Extending Lenders shall be so extended (subject to satisfaction of the conditions set forth in this Section 2.1(d)). In the event of such extension, the outstanding principal balance of all Term Loan Maturity Loans, accrued interest and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Facility Termination Date and, subject to Section 2.1(d)(iii) below, the total Term Loans hereunder shall be reduced by the Term Loans of the Non-Extending Lenders so terminated on such Existing Facility Termination Date. (iii) In the event of any Borrowing extension of the Existing Facility Termination Date pursuant to this Section 2.1(d), the Borrower shall have the right on or before the Existing Facility Termination Date, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with and subject to the extended maturity restrictions contained in Section 12.3) all its interests, rights (other than its rights to payments due to such Lender pursuant to Sections 3.4, Section 9.7 or otherwise under the Loan Documents, in each case, arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending Lender by the Borrower, which may include any existing Lender (each a “Replacement Lender”); provided, that (x) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent to the extent the consent of the Administrative Agent would be required to effect an assignment under Section 12.3; such assignment shall become effective as of a date specified in such notice. Such notice shall set forth (1) by the amount of the applicable Borrowing of Term Loans to be extended Borrower (which shall not be less later than the Minimum ThresholdExisting Facility Termination Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and (2) the Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date on which of such Extension are requested assignment the principal of and interest accrued to become effective (which shall be not less than ten Business Days nor more than sixty days after the date of payment on the outstanding principal amount Term Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such Extension Request date. (iv) Any extension of the Existing Facility Termination Date pursuant to this Section 2.1(d) shall not be effective unless: a. No Default or such longer or shorter periods as Unmatured Default of which, in the case of an Unmatured Default, either the Administrative Agent shall agree)) has notified the Borrower or the Borrower has notified the Administrative Agent and (iii) identifying the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable 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 Borrowing Lenders pursuant to procedures established bySection 6.3, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to on the date of such extension and immediately after giving effect to such Extension, (2) the thereto; b. The representations and warranties set forth contained in Article III and in each other Loan Document V shall be true and correct in all material respects on and as of the date of such Extensionextension and after giving effect thereto, as though made on and (3) the terms as of such Extended Term Loans date, except to the extent any such representation or warranty is stated to relate solely to an earlier date (in which case such representation or warranty shall comply with have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and c. The Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Existing Facility Termination Date signed by an Authorized Officer of the Borrower certifying that, as of such date, the each of the conditions set forth in this Section 2.23(c)2.1(d)(iv) are satisfied. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (dv) In connection with any Extensionextension of the Existing Facility Termination Date pursuant to this Section 2.1(d), the Borrower, the Administrative Agent and each applicable extending Extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect make such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, reasonably determines to implement the terms of any such Extension Offer, including any amendments be necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and evidence such other technical amendments as may be necessary or appropriate in extension (it being understood that the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23). (e) This Section 2.23 foregoing shall supersede any provisions in Sections 2.18 or 9.08 of Section 8.2 to the contrary); provided, in all events, that (A) the interest margins with respect to the extended Term Loans may be different than the interest margins for the non-extended Term Loans from and after the Existing Facility Termination Date and upfront fees may be paid solely to the Extending Lenders, in each case, to the extent provided in the applicable extension amendment; (B) the applicable extension amendment may provide for other covenants and other terms that apply solely to any period after the latest applicable Facility Termination Date of the Term Loans being extended unless all outstanding Term Loans receive the benefit of such covenants and other terms; (C) no extended Term Loans shall be entitled to the benefit of any collateral or guarantees while any existing Term Loans not included in such extension are outstanding unless all outstanding existing Term Loans also receive the benefit of such collateral or guarantees; (D) all or any of the scheduled amortization payments of principal of the extended Term Loans (including the maturity date) may be delayed to later dates than the scheduled amortization payments of principal (including the maturity date) of the existing Term Loans subject to extension pursuant to this Section 2.1(d); and (E) no extended Term Loans may be optionally prepaid prior to the date on which the existing Term Loans subject to extension pursuant to this Section 2.1(d) are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of such existing Term Loans.

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Term Loan Maturity Date of any Borrowing to the extended maturity date specified in such notice. Such notice shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (which shall not be less than the Minimum Threshold) and (2) the date on which such Extension are is requested to become effective (which shall be not less than ten Business Days nor more than sixty days after the date of such Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable 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 Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyParty (unless such Person is required to become a Loan Party in accordance with Section 5.09), (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Extended Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.

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”) of the Term Loan Maturity Repayment Date of any Borrowing Advance and Commitments to the extended maturity date specified in such notice. Such notice shall shall: (a) set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (which shall not be less than the Minimum Thresholdin minimum increments of U.S. $1,000,000 and a minimum amount of U.S. $5,000,000); (b) and (2) set forth the date on which such Extension are 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 Request (or such longer or shorter periods as the Administrative Agent shall agree)) ); and (iiic) identifying identify the relevant Borrowing or Borrowings of Term Loans to which the such Extension Request relates. Each Lender of the applicable 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 Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered requested to be extended by the Borrower Open Text pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b2) It shall be a condition precedent to the effectiveness of any Extension that (1a) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2b) the representations and warranties set forth in Article III 5 and in each other Loan Credit Document shall be true and correct in all material respects on and as of the date of such Extension, and (3c) the terms of such Extended Term Loans shall comply with Section 2.23(c2.13(3). (c3) The terms of each Extension shall be determined by the Borrower Open Text and the applicable extending Lender and set forth in an Extension Amendment; provided that (1a) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Repayment Date, (2b) the Weighted Average Life average life to Maturity maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life average life to Maturity maturity of the existing Term Loans, (3c) 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 none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, and (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i) through (iv) above), such terms shall be reasonably satisfactory to the Administrative Agent. (d) In connection with any Extension, the BorrowerOpen Text, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerOpen Text, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower Open Text in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case Term Loans on terms not inconsistent consistent with this Section 2.232.13). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.

Amend and Extend. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Term Loan Maturity Date of any Borrowing to the extended maturity date specified in such notice. Such notice shall set forth (1) the amount of the applicable Borrowing of Term Loans to be extended (which shall not be less than the Minimum Threshold) and (2) the date on which such Extension are is requested to become effective (which shall be not less than ten Business Days nor more than sixty days after the date of such Extension Request (or such longer or shorter periods as the Administrative Agent shall agree)) and (iii) identifying the relevant Borrowing or Borrowings of Term Loans to which the Extension Request relates. Each Lender of the applicable 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 Borrowing pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent. If the aggregate principal amount of 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 Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of Lenders of the applicable 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. (b) It shall be a condition precedent to the effectiveness of any Extension that (1) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (2) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Extension, and (3) the terms of such Extended Term Loans shall comply with Section 2.23(c). (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lender and set forth in an Extension Amendment; provided that (1) the final maturity date of any Extended Term Loan shall be no earlier than the Term Loan Maturity Date, (2) the Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (3) the Extended Term Loans will rank pari passu in right of payment and with respect to security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan PartyParty (unless such Person is required to become a Loan Party in accordance with Section 5.09), (4) the interest rate margin, rate floors, fees, original issue discounts and premiums applicable to any Extended Term Loans shall be determined by the Borrower and the Lenders providing such Extended Term Loans and (5) to the extent the terms of the Extended Term Loans are inconsistent with the terms set forth herein (except as set forth in clause (i1) through (iv4) above), such terms shall be reasonably satisfactory to the Administrative Agent; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Extended Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. (d) In connection with any Extension, the Borrower, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extension. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension. Any Extension Amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any such Extension Offer, including any amendments necessary to establish Extended Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Borrowing or tranche (including, if desirable, to preserve the pro rata treatment of the extended and non-extended Borrowings or tranches), in each case on terms not inconsistent with this Section 2.23). (e) This Section 2.23 shall supersede any provisions in Sections 2.18 or 9.08 to the contrary.