Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. (a) The Company may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less than 45 days and not more than 60 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary Date"), request that the Banks extend the Commitment Termination Date (the "Existing Commitment Termination Date") for one year after such Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the date (herein, the "Consent Date") that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company and the Administrative Agent; and provided further that each Bank that determines not to extend the Commitment Termination Date (a "Non-extending Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Company on or before the Consent Date shall be deemed to be a Non-extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree. (b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.

Extension of Commitment Termination Date. (a) The Company Borrower may, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days and not more prior to any anniversary of the Second Amendment Effective Date (each, an “Anniversary Date”) but no later than 60 30 days prior to each of the first and second anniversaries of the date of this Agreement (a "Relevant any such Anniversary Date"), request that the Banks each Bank extend such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the "“Existing Commitment Termination Date"”); provided, however, the Borrower may request no more than two extensions pursuant to this Section. (b) for one year after such Existing Commitment Termination Date. Each In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Anniversary Date, advise the Company and the Administrative Agent whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree. (bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Anniversary Date, or, if such date is not a Business Day, on the Company next preceding Business Day (the “Specified Date”). (d) The Borrower shall have the right on or before the Relevant Anniversary fifth Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank. (ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. . (f) Notwithstanding the foregoing, the extension of any Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date; (ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton Xxxx Xxxxxxxxx US LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any Anniversary Date occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non-extending Extending Bank as of that date shall terminate on be paid by the Existing Commitment Termination DateBorrower to such Non-Extending Bank.

Extension of Commitment Termination Date. (a) The Company Borrower may, at any one time in any calendar year, by notice to the Administrative Agent (which shall promptly notify the Banks) not less earlier than 45 days prior to any anniversary of November 28, 2022 (each, an “Anniversary Date”) but no later than 30 days prior to any such Anniversarythe proposed Extension Date (as defined below), and on not more than 60 days prior to each of one occasion following the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary First Amendment Effective Date"), request that the Banks each 2027 Bank extend the such 2027 Bank’s 2027 Commitment Termination Date for an additional one year after the 2027 Commitment Termination Date then in effect for such 2027 Bank hereunder (the "“Existing Commitment Termination Date") for one year after such Existing ”); provided, however, that the Borrower may request noExtended Commitment Termination Date shall not be more than two extensions pursuant to this Sectionfive (5) years later than the applicable Extension Date. Each . (a) In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each 2027 Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable AnniversaryExtension Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable AnniversaryExtension Date, advise the Company and the Administrative Agent whether or not such 2027 Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any 2027 Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree. (b) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Relevant Anniversary Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Relevant Anniversary Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date together with the additional Commitments of the Additional commitment Banks that will become effective on the Anniversary Date shall aggregate 100% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Relevant Anniversary Date, the Existing Commitment Termination Date shall be extended to the date falling one-year after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Relevant Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of each Non-extending Bank shall terminate on the Existing Commitment Termination Date.

Extension of Commitment Termination Date. (a) The Company Borrower may, at any one time in any calendar year, by notice to the Administrative Agent (which shall promptly notify the Banks) not less later than 45 30 days prior to the proposed Extension Date (as defined below), and on not more than 60 days prior to each of one occasiontwo occasions following the first and second anniversaries of the date of this Agreement (a "Relevant Anniversary FirstSecond Amendment Effective Date"), request that the Banks each 20272028 Bank extend the such 20272028 Bank’s 20272028 Commitment Termination Date for an additional one year after the 20272028 Commitment Termination Date then in effect for such 20272028 Bank hereunder (the "“Existing Commitment Termination Date") for one year after such Existing ”); provided, however, that the Extended Commitment Termination Date shall not be more than five (5) years later than the applicable Extension Date. Each . (b) In the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), each 20272028 Bank, acting in its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Extension Date and not later than the date (herein, the "Consent “Bank Extension Notice Date"”) that is 30 days immediately after the date of such request (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 20 days prior to the Consent applicable Extension Date, advise the Company and the Administrative Agent whether or not such 20272028 Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension not later than Consent Date, such Bank may revoke such consent at any time not later than the Consent Date by giving notice of such revocation to the Company (and the Administrative Agent; and provided further that each Bank that determines not to so extend the its Existing Commitment Termination Date (a "“Non-extending Extending Bank"”) shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Bank Extension Notice Date) )), and any 20272028 Bank that does not so advise the Company Administrative Agent on or before the Consent Bank Extension Notice Date shall be deemed to be a Non-extending Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree. (bc) If The Administrative Agent shall notify the Borrower of each Bank’s determination (and only ifor deemed determination) under this Section no later than the total of the Commitments of the Banks date that have agreed so to extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately is 15 days prior to the Consent applicable Extension Date, or, if such date is not a Domestic Business Day, on the Company next preceding Business Day (the “Specified Date”). (d) The Borrower shall have the right on or before the Relevant Anniversary fifth Domestic Business Day after the Specified Date (the “Extension Date”) to replace each Non-extending Extending Bank with(i) with an existing 20272028 Bank, and otherwise add to and/or (ii) by adding as “Banks” under this AgreementAgreement in place thereof, one or more other banks Persons (which may include any Bankeach Bank in clauses (i) and (ii), each prior to the Relevant Anniversary Date an "“Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Company Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Relevant Anniversary Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's ’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing 20272028 Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank. (ce) If (and only if) the total aggregate amount of the Commitments of the Banks that have agreed so to extend the their Existing Commitment Termination Date together with Dates plus the aggregate additional Commitments of the Additional commitment Commitment Banks that will become effective on the Anniversary Date shall aggregate 100be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Specified Date, then, effective as of the Relevant Anniversary Extension Date, the Existing Commitment Termination Date of each 20272028 Bank agreeing to an extension and of each Additional Commitment Bank shall be extended to the date falling one-that is one year after the Existing Commitment Termination Date (except thatDate, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "“Bank" ” for all purposes of this Agreement. . (f) Notwithstanding the foregoing, the extension of any 20272028 Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: and (iB) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Relevant Anniversary Date; (ii) each of all the representations and warranties made by of the Company Borrower set forth in Section 7 hereof this Agreement shall be true and complete correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have been satisfied as of each the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the date of Borrower acceptable to the notice requesting such extensionAdministrative Agent stating that all consents, the Consent Date authorizations, notices and the Relevant Anniversary Date filings required or advisable in connection with the same force and effect as if made on and as extension of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Relevant Anniversary Date. Even if the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereof, provided that an enforceability opinion under New York law, that is extended as aforesaidreasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Xxxxx & Xxxxxxx LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any anniversary of November 28, 2022 (each, an “Anniversary Date”) occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all fees and expenses owed to each Non-extending Extending Bank as of that date shall terminate on be paid by the Existing Commitment Termination DateBorrower to such Non-Extending Bank.