Common use of Expiration, Termination, Reduction and Extension of Commitments Clause in Contracts

Expiration, Termination, Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the Maturity Date in effect from time to time with respect to such Lender. (b) Upon any direct or indirect sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock) directly or indirectly beneficially owned by the Borrower (other than (i) to the Borrower’s direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall not be reduced as a result thereof, or (iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary), the Commitments shall be automatically reduced, on a ratable basis, in an aggregate amount equal to 100% of the Net Cash Proceeds to the Borrower and the Subsidiaries of any such sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock). Each such reduction shall become effective on the fifth Business Day following receipt by the Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit would exceed the total Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments then in effect. (e) On each of the first and second anniversary of the Closing Date (each, an “Extension Date”), the Borrower shall have the right, with the consent of the Majority Lenders and subject to the terms and conditions of this Section 2.08(e), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension Date, the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other amounts).

Expiration, Termination, Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the Maturity Date in effect from time to time with respect to such Lender. (b) Upon any direct or indirect sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock) directly or indirectly beneficially owned by the Borrower (other than (i) to the Borrower’s direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall not be reduced as a result thereof, or (iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary), the Commitments shall be automatically reduced, on a ratable basis, in an aggregate amount equal to 100% of the Net Cash Proceeds to the Borrower and the Subsidiaries of any such sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock). Each such reduction shall become effective on the fifth Business Day following receipt by the Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit would exceed the total Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments then in effect. (ed) On each of any date after the first and second anniversary of the Closing Date Date, but no more than (i) twice during the life of the Agreement and (ii) once during any twelve-month period, (each, an “Extension Date”), the Borrower shall have the right, with the consent of the Majority Lenders and holding a majority of the Commitments, subject to the terms and conditions of this Section 2.08(e2.08(d), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension Date, the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other amounts).

Expiration, Termination, Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the Maturity Date in effect from time to time with respect to such Lender. (b) Upon any direct or indirect sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock) directly or indirectly beneficially owned by the Borrower (other than (i) to the Borrower’s direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall not be reduced as a result thereof, or (iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary), the Commitments shall be automatically reduced, on a ratable basis, in an aggregate amount equal to 100% of the Net Cash Proceeds to the Borrower and the Subsidiaries of any such sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock). Each such reduction shall become effective on the fifth Business Day following receipt by the Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit would exceed the total Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments then in effect. (ed) On each of any date after the first and second anniversary of the Closing Date Date, but no more than (i) twice during the life of the Agreement and (ii) once during any twelve-month period, (each, an “Extension Date”), the Borrower shall have the right, with the consent of the Majority Lenders and holding a majority of the Commitments, subject to the terms and conditions of this Section 2.08(e2.08(d), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension DateDate (or such shorter period as the Administrative Agent may reasonably agree), the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date (or such other date as specified by the Administrative Agent) shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other amounts).

Expiration, Termination, Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the Maturity Date in effect from time to time with respect to such Lender. (b) Upon any direct or indirect sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock) directly or indirectly beneficially owned by the Borrower (other than (i) to the Borrower’s direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall not be reduced as a result thereof, or (iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary), the Commitments shall be automatically reduced, on a ratable basis, in an aggregate amount equal to 100% of the Net Cash Proceeds to the Borrower and the Subsidiaries of any such sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock). Each such reduction shall become effective on the fifth Business Day following receipt by the Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit would exceed the total Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments then in effect. (e) On each of the first and second anniversary of the Closing Date (each, an “Extension Date”), the Borrower shall have the right, with the consent of the Majority Lenders and subject to the terms and conditions of this Section 2.08(e), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension Date, the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other amounts).

Expiration, Termination, Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the Maturity Date in effect from time to time with respect to such Lender. (b) Upon any direct or indirect sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock) directly or indirectly beneficially owned by the Borrower (other than (i) to the Borrower’s direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall not be reduced as a result thereof, or (iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary), the Commitments shall be automatically reduced, on a ratable basis, in an aggregate amount equal to 100% of the Net Cash Proceeds to the Borrower and the Subsidiaries of any such sale or other disposition of Shares (other than Shares constituting Unrestricted Margin Stock). Each such reduction shall become effective on the fifth Business Day following receipt by the Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit would exceed the total Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments then in effect. (e) On each of the first and second any anniversary of the Closing Date Date, but no more than twice, (each, an “Extension Date”), the Borrower shall have the right, with the consent of the Majority Lenders and holding a majority of the Commitments, subject to the terms and conditions of this Section 2.08(e), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension Date, the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other amounts).