Common use of Effectiveness of Extension Clause in Contracts

Effectiveness of Extension. If (and only if) the total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2, the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Term SOFR Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Term SOFR Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year 364-days after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to BorrowerXxxxxxxx’s authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2, the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).

Effectiveness of Extension. If (and only if) the total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s the Obligors’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2, the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year 364-days after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to CVS Health Corporation 2018 364-Day Year Credit Agreement such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders that have agreed in connection with consented to any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 5066-2/3% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking DayBusiness day, such Maturity Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementCredit Agreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of each representation and warranty set forth Borrower contained in Article IV this Credit Agreement shall be true on and correct as of such date with the same force and effect as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time date) (and the Administrative Agent shall have received a certification certificate, in form and substance satisfactory to the Administrative Agent, to such effect from a Responsible Officer the chief financial officer, the controller or any other senior financial officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent agent may reasonably request with respect to Borrower’s the Borrowers’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Non-Extending Lender that has not approved any Extension Request and whose Commitment has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Additional Commitment Lenders, the Maturity Date for such Lender shall remain unchanged (and and, notwithstanding anything in Section 2.9 to the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminatecontrary, and the Revolving Loans made by such Lender and not purchased by one or more Additional Commitment Lenders shall mature be repayable on such date by the applicable Borrower without (i) there being any requirement that any such repayment be shared with other Lenders or (ii) the repayment of any Loans made by Lenders that approved the Extension Request. In addition, on the Extension Date, each Borrower agrees to pay all accrued and be payable by Borrowerunpaid interest, fees and all other amounts owing then due under this Credit Agreement from such Borrower to such each Lender hereunder consenting to the Extension Request, each Non-Extending Lender and each Additional Commitment Lender. Solely for the purpose of calculating break funding payments under Section 3.6, the assignment by any Non-Extending Lender of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.8 shall be payable, on deemed to constitute a prepayment by a Borrower of such date)Eurodollar Loan.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).Eurodollar Advance. CVS Health Corporation 2015 Credit Agreement

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Commitment Termination Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Commitment Termination Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation the representations and warranty warranties of the Borrowers set forth in Article IV Section 7 and in the other Credit Documents shall be true and correct complete on and as of such date with the same force and effect as if made on and as of such datedate (or, unless if any such representation or warranty relates solely is expressly stated to another timehave been made as of a specific date, in which event such representation or warranty shall be true and correct as of such other time specific date) (and the Administrative Agent shall have received a certification to such effect from a Responsible Officer financial officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the Obligors‘ authorization of the extension and their respective obligations obligation’s hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2Request, the Maturity Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)unchanged.

Effectiveness of Extension. If (and only if) the total Total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 2.3.4(b) shall become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s the Obligors’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.22.3.4(b), the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year 364-days after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of CVS Health Corporation 2017 364-Day Credit Agreement this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV and (at any time when the Pledge Agreement is required to be in effect) in Section 4 of the Pledge Agreement shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s the Obligors’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.22.3.4(b), the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)unchanged.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the CVS Caremark Credit Agreement Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders Banks that have agreed in connection with any Extension Request to extend the Existing Maturity Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders Bank(s) shall be at least 50% of the Total Commitment Credit Agreement aggregate amount of the Commitments in effect immediately prior to the Extension Effective Date, then, effective as of the Extension Effective Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender Bank that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) Bank shall be extended to the date falling one year after the then Existing Maturity Commitment Termination Date (or, if such date is not a Banking Euro-Dollar Business Day, such Maturity Commitment Termination Date as so extended shall be the next preceding Banking Euro-Dollar Business Day), ) and each Additional Commitment Lender which Bank shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” "Bank" for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Termination Date shall not be effective with respect to any Lender Bank unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of each representation Account Party contained in this Agreement and warranty set forth in Article IV the other Credit Documents shall be true on and correct as of such date with the same force and effect as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time specific date) (and the Administrative Agent shall have received a certification to such effect from a Responsible senior financial Officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the authorization of the Company and other Account Parties of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender Bank that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2Request, the Maturity Commitment Termination Date for such Lender Bank shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) Bank shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder Bank shall be payablerepayable, on such date and the obligations of such Bank in respect of Letters of Credit shall not extend beyond the first anniversary of such date).

Effectiveness of Extension. If (and only if) the total Total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to the Borrower’s authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.22.3.4(b), the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)unchanged.

Effectiveness of Extension. If (and only if) the total Total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Day, such Maturity Date as so extended shall be the next preceding Banking Day), and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.22.3.4(b), the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).

Effectiveness of Extension. If (and only if) (i) the conditions specified in Section 2.23(c) shall have been satisfied or waived with respect to the extension of the Existing Commitment Termination Date on the applicable Extension Date, and (ii) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request so to extend the Existing Maturity their Termination Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Replacement Lenders shall be at least more than 50% of the Total Commitment aggregate amount of the Commitments in effect immediately prior to the Extension Existing Commitment Termination Date, then, effective as of the such Extension Date, the Maturity Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in CHAR1\1986393v3 connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Existing Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable termination date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable termination date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 8.04(c), the assignment by any Non-Extending Lender of any Term SOFR Rate Loan prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.23 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Term SOFR Rate Loan.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders Banks that have agreed in connection with any Extension Request to extend the Existing Maturity Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders Bank(s) shall be at least 50% of the Total Commitment aggregate amount of the Commitments in effect immediately prior to the Extension Effective Date, then, effective as of the Extension Effective Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender Bank that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) Bank shall be extended to the date falling one year after the then Existing Maturity Commitment Termination Date (or, if such date is not a Banking Euro-Dollar Business Day, such Maturity Commitment Termination Date as so extended shall be the next preceding Banking Euro-Dollar Business Day), ) and each Additional Commitment Lender which Bank shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” "Bank" for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Termination Date shall not be effective with respect to any Lender Bank unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of each representation Account Party contained in this Agreement and warranty set forth in Article IV the other Credit Documents shall be true on and correct as of such date with the same force and effect as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time specific date) (and the Administrative Agent shall have received a certification to such effect from a Responsible senior financial Officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the authorization of the Company and other Account Parties of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender Bank that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2Request, the Maturity Commitment Termination Date for such Lender Bank shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) Bank shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder Bank shall be payablerepayable, on such date and the obligations of such Bank in respect of Letters of Credit shall not extend beyond the first anniversary of such date).

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) have been satisfied with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the Extension Date, then, effective Effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking DayBusiness day, such Maturity Date as so extended shall be the next Allstate Credit Agreement preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementCredit Agreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation the representations and warranty warranties of the Borrowers set forth in Article IV 4 shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as if made of the Extension Date except to the extent that any such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8), in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time earlier date (and the Administrative Agent shall have received a certification certificate, in form and substance satisfactory to the Administrative Agent, to such effect from a Responsible Officer the chief financial officer, the controller or any other senior financial officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the Borrowers’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Non-Extending Lender that has not approved any Extension Request and whose Commitment has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Additional Commitment Lenders, the Maturity Date for such Lender shall remain unchanged (and and, notwithstanding anything in Section 2.9 to the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminatecontrary, and the Revolving Loans made by such Lender and not purchased by one or more Additional Commitment Lenders shall mature be repayable on such date by the applicable Borrower without (i) there being any requirement that any such repayment be shared with other Lenders or (ii) the repayment of any Loans made by Lenders that approved the Extension Request. In addition, on the Extension Date, each Borrower agrees to pay all accrued and be payable by Borrowerunpaid interest, fees and all other amounts owing (other than principal to the extent covered by the first sentence of the paragraph) then due under this Credit Agreement from such Borrower to each Lender hereunder consenting to the Extension Request, each Non-Extending Lender and each Additional Commitment Lender. In connection with the payments referred to in the first sentence of this paragraph, each Borrower shall be payabledeemed to have repaid and re-borrowed all of the Loans remaining outstanding after such payments as of the Extension Date (with such re-borrowing to consist of the Types of Loans, with related Interest Periods, if applicable, specified in a notice delivered by the Company on behalf of such dateBorrower in accordance with the requirements of Section 2.3). Solely for the purpose of calculating break funding payments under Section 3.6, the assignment by any Non-Extending Lender of any Eurodollar Loan prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.8 shall be deemed to constitute a prepayment by a Borrower of such Eurodollar Loan.

Effectiveness of Extension. If (and only if) (i) as of the Consent Date the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Initial Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be equal at least 50% $35,000,000, (ii) the Administrative Borrower shall have delivered to the Administrative Agent consolidating monthly projections through the proposed new Final Maturity Date as extended, (iii) no Event of Default shall have occurred and be continuing on the Initial Maturity Date, and the Administrative Agent shall have received a certification to such effect in a certificate dated the Initial Maturity Date and signed by an Authorized Officer of the Total Commitment Administrative Borrower, (iv) each of the representations and warranties made by the Loan Parties in this Agreement, and in each of the other Loan Documents, shall be true and complete on and as of the Initial Maturity Date with the same force and effect immediately prior as if made on and as of such date (except to the Extension extent any such representation or warranty by its terms is made as of a specified date in which event such representation and warranty shall be true and correct in all respects as of such specified date), and the Administrative Agent shall have received a certification to such effect in a certificate dated the Initial Maturity Date and signed by an Authorized Officer of the Administrative Borrower; and (v) each Non-extending Lender shall have been paid in full by the Administrative Borrower or by the Additional Commitment Lender all amounts owing to such Non-extending Lender hereunder on or before the Initial Maturity Date, then, then effective as of the Extension Initial Maturity Date, the Final Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) Date shall be extended to the date falling one year 364 days after the Existing Maturity Consent Date (orexcept that, if such date is not a Banking Business Day, such Final Maturity Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “"Lender” " for all purposes of this Agreement effective as of Agreement. Even if the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Initial Maturity Date shall not be effective with respect to any Lender unless is extended as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such dateaforesaid, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2, the Maturity Date for such each Non-extending Lender shall remain unchanged (and terminate on the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Initial Maturity Date.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Commitment Termination Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Commitment Termination Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation the representations and warranty warranties of the Obligors set forth in Article IV this Agreement and the other Loan Documents shall be true and correct complete on and as of such date with the same force and effect as if made on and as of such datedate (or, unless if any such representation or warranty relates solely is expressly stated to another timehave been made as of a specific date, in which event such representation or warranty shall be true and correct as of such other time specific date) (and the Administrative Agent shall have received a certification to such effect from a Responsible Financial Officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the Obligors’ authorization of the extension and their respective obligations obligation’s hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2Request, the Maturity Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date).unchanged. Credit Agreement

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non‑Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non‑Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any CVS Health Corporation 2018 Five Year Credit Agreement Non‑Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total Commitments conditions specified in Section 2.12(c) shall have been satisfied or waived with respect to the extension of the Lenders that have agreed in connection with any Extension Request to extend Existing Commitment Termination Date on the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment in effect immediately prior to the applicable Extension Date, then, effective as of the such Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Domestic Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Domestic Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable maturity date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable maturity date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 3.5, the assignment by any Non-Extending Lender of any Eurodollar Advance prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.12 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Advance.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Date (or, if such date is not a Banking Business Day, such Maturity Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) all representations and warranties of the Company contained in this Agreement and the other Loan Documents shall be true, correct and complete in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects); (ii) after giving effect to such extension, no Inchoate Default or Event of Default shall have occurred and be continuing continuing; and (iiiii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and the Administrative Agent shall have received a certification to such effect from a Responsible Officer of BorrowerFinancial Officer, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the Borrowers’ authorization of the extension and their respective obligations hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved agreed to any Extension Request (and whose Commitment has not been replaced as a Lender hereunder pursuant assigned to Section 2.3.4.2an Additional Commitment Lender), the Maturity Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)unchanged.

Effectiveness of Extension. If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Maturity Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the Total Commitment total Commitments in effect immediately prior to the Extension Date, then, effective as of the Extension Date, the Maturity Commitment Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender (if any) shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Commitment Termination Date as so extended shall be the next preceding Banking Business Day), ) and each Additional Commitment Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacementAgreement. Notwithstanding the foregoing, the extension of the Existing Maturity Commitment Termination Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation the representations and warranty warranties of the Borrowers set forth in Article IV Section 7 and in the other Credit Documents shall be true and correct complete on and as of such date with the same force and effect as if made on and as of such datedate (or, unless if any such representation or warranty relates solely is expressly stated to another timehave been made as of a specific date, in which event such representation or warranty shall be true and correct as of such other time specific date) (and the Administrative Agent shall have received a certification to such effect from a Responsible Officer financial officer of Borrowerthe Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to Borrower’s the Obligors’ authorization of the extension and their respective obligations obligation’s hereunder). Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2Request, the Maturity Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)unchanged.

Effectiveness of Extension. If (and only if) (i) the conditions specified in Section 2.23(c) shall have been satisfied or waived with respect to the extension of the Existing Commitment Termination Date on the applicable Extension Date, and (ii) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request so to extend the Existing Maturity their Termination Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Replacement Lenders shall be at least more than 50% of the Total Commitment aggregate amount of the Commitments in effect immediately prior to the Extension Existing Commitment Termination Date, then, effective as of the such Extension Date, the Maturity Termination Date, with respect to the Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Replacement Lender that has assumed a Commitment of a Non-Extending Lender (if any) in connection with such Extension Request, shall be extended to the date falling one year after the Existing Maturity Commitment Termination Date (or, if such date is not a Banking Business Day, such Maturity Date as so extended shall be the next immediately preceding Banking Business Day), and each Additional Commitment such Replacement Lender which shall replace any non-extending Lender pursuant to Section 2.3.4.2 shall thereupon become a “Lender” for all purposes of this Agreement effective as of the date of such replacement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Inchoate Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article IV shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and Administrative Agent shall have received a certification to such effect from a Responsible Officer of Borrower, together with such evidence and other related documents as Administrative Agent may reasonably request with respect to Borrower’s authorization of the extension and their respective obligations hereunder)Agreement. Notwithstanding anything herein to the contrary, (i) with respect to any portion of the Commitment of any Non-Extending Lender that has not approved any Extension Request and has not been replaced as a Lender hereunder pursuant to Section 2.3.4.2fully assumed by one or more Replacement Lenders, the Maturity Existing Commitment Termination Date for such Lender with respect to such non-assumed portion of its Commitment shall remain unchanged, and (ii) with respect to any Loans of such Lender that have not been purchased by one or more Replacement Lenders, the applicable termination date with respect to such non-purchased Loans shall remain unchanged (and shall be repayable by the Commitment Borrower on such applicable termination date without there being any requirement that any such repayment be shared with other Lenders. In addition, on the Extension Date, the Borrower agrees to pay all accrued and unpaid interest, fees and other amounts then due under this Agreement from the Borrower to each Lender consenting to the Extension Request, each Non-Extending Lender and each Replacement Lender. Solely for the purpose of calculating break funding payments under Section 8.04(c), the assignment by any Non-Extending Lender of any Eurodollar Rate Loan prior to the last day of the Interest Period applicable thereto in accordance with this Section 2.23 shall be deemed to constitute a prepayment by the Borrower of such Lender (including its obligations in respect of any participation in respect of any Letters of Credit) shall terminate, and the Revolving Loans made by such Lender shall mature and be payable by Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date)Eurodollar Rate Loan.