Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. Effective as of the Amendment Effective Date, the Consenting Lenders have extended the final termination of their Commitments to the Extended Commitment Termination Date. Notwithstanding any other provision of this Agreement (but subject to Section 2.24), at all times prior to the Commitment Termination Date all borrowings of Revolving Loans, all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed to the Lenders, will be made ratably from or to the Lenders, and all reductions of Commitments shall be allocated among the Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining Lenders. The Commitments held by the Declining Lenders shall terminate on the Commitment Termination Date. On the Commitment Termination Date, simultaneously with the termination of the Non-Extended Commitments, each Consenting Lender will automatically and without further act assume a portion of the participations in any outstanding Letters of Credit held by the Declining Lenders, such that after giving effect to such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect to the termination of the Non-Extended Commitments on the Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders pursuant to Non-Extended Commitments, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Commitment Termination Date, and on the Commitment Termination Date, the Borrowers shall also make such other payments of their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders pursuant to this sentence and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (i) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment and (ii) the Revolving Credit Exposure of each Lender will not exceed its Commitment.

Extension of Commitment Termination Date. Effective as of the Amendment Effective Date(a) The Company may, the Consenting Lenders have extended the final termination of their Commitments by notice to the Extended Commitment Termination Date. Notwithstanding any other provision of this Agreement (but subject to Section 2.24), at all times Administrative Agent not earlier than 12 months after the Effective Date and not later than 30 days prior to the Commitment Termination Date all borrowings then in effect (the “Existing Commitment Termination Date”), request (an “Extension Request”) that the Lenders extend the Commitment Termination Date for an additional period of Revolving Loansone year from the Existing Commitment Termination Date; provided that the Company may not make (i) more than two Extensions Requests and (ii) more than one Extension Request in any period of 12 consecutive months. The Administrative Agent shall promptly notify each Lender of each Extension Request, all payments and each Lender shall, in turn, not later than 20 days after delivery of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed such notice by the Administrative Agent to the Lenders, will notify the Administrative Agent in writing as to whether such Lender consents to such extension (which consent may be made ratably from given or withheld in such Lender’s sole discretion) (each Lender agreeing to such requested extension being called an “Extending Lender” and each Lender declining to agree to such requested extension being called a “Non-Extending Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender previously had been a Non-Extending Lender with respect to a previous Extension Request. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any Extension Request not later than 20 days after the delivery of such notice by the Administrative Agent to the Lenders, and all reductions of Commitments such Lender shall be allocated among deemed to have not consented to such extension (and shall be deemed, with respect to such Extension Request, to be a Non-Extending Lender). The Administrative Agent shall promptly notify the LendersCompany of the consents received with respect to each Extension Request. (b) If Lenders constituting the Required Lenders (calculated excluding any Defaulting Lender and prior to giving effect to any replacement of Non-Extending Lenders pursuant to Section 2.19(b)) consent in writing to any Extension Request, the Commitment Termination Date shall be extended, on the basis Extension Closing Date, to the date that is one year after the Existing Commitment Termination Date solely as to the Extending Lenders (and shall not be extended as to any Non-Extending Lender); provided that no extension of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining Lenders. The Commitments held by the Declining Lenders shall terminate on the Commitment Termination Date pursuant to this Section shall become effective unless (the first date on which such consent of the Required Lenders is obtained and the conditions specified in this proviso are satisfied being referred to as the “Extension Closing Date”) (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect thereto, no Default shall have occurred and be continuing, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents that are qualified by materiality shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified by materiality shall be true and correct and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of such earlier date), (iii) the Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with such extension and (v) each Subsidiary Guarantor (if any) shall have reaffirmed its Guarantee of the Obligations. On Promptly following the occurrence of any Extension Closing Date, the Administrative Agent shall notify the Lenders thereof. To the extent that the Commitment of such Non-Extending Lender is not assigned and delegated in accordance with Section 2.19(b) on or prior to the applicable Existing Commitment Termination Date, simultaneously with (A) the termination Commitment of the each Non-Extended Commitments, each Consenting Extending Lender will shall automatically and terminate in whole on such Existing Commitment Termination Date without any further act assume a portion of the participations in notice or other action by any outstanding Letters of Credit held by the Declining LendersBorrower, such that after giving effect to such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of Lender or any other Person and (B) the LC Exposure attributable thereto after giving effect to the termination of the Non-Extended Commitments on the Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders pursuant to such Non-Extended CommitmentsExtending Lender, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended CommitmentsExtending Lender hereunder, shall be due and payable on the such Existing Commitment Termination Date, and on the such Existing Commitment Termination Date, Date the Borrowers shall also make such other payments prepayments of their respective the Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Non-Extended Commitments of, and all payments to, Declining Non-Extending Lenders pursuant to this sentence sentence, (x) the total Credit Exposures shall not exceed the Total Commitment and a reallocation (y) the Credit Exposure of participations any Lender shall not exceed its Commitment. (c) Notwithstanding anything to the contrary in this Section 2.23, the Commitment Termination Date and outstanding Letters the Availability Period, as such terms are used in reference to any Issuing Lender or any Letter of Credit pursuant issued by such Issuing Lender or in reference to any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended with respect to any Issuing Lender or any Swingline Lender without the immediately preceding sentenceprior written consent of such Issuing Lender or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Lender or any Swingline Lender, as applicable, shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the Aggregate Outstanding rights and obligations of an Issuing Lender hereunder, and such Swingline Lender shall continue to have all the rights and obligations of a Swingline Lender hereunder, in each case through the applicable Existing Commitment Termination Date (or the Availability Period determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit Exposure will not exceed or to make any Swingline Loan, as applicable (but shall continue to be entitled to the Aggregate Commitment benefits of Sections 2.04, 2.06, 2.15, 2.16, 2.17 and 9.03 as to Letters of Credit issued or Swingline Loans made prior to such time), and (ii) the Revolving Company shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero or shall provide cash collateral equal to 105% thereof in accordance with Section 2.06(k) no later than the day on which such LC Exposure would have been required to have been reduced to zero or such cash collateral provided in accordance with the terms hereof without giving effect to the effectiveness of each Lender will not exceed its Commitmentthe extension of the applicable Existing Commitment Termination Date pursuant to this Section 2.23 and shall repay the principal amount of all outstanding Swingline Loans, together with any accrued interest thereon, on the Existing Commitment Termination Date). (d) In connection with any extension of the Commitment Termination Date under this Section 2.23, the Administrative Agent may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.23.

Extension of Commitment Termination Date. Effective (a) So long as no Event of Default has occurred and is continuing, the Borrower may request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (the “Extension of Commitment Termination Date Request”) to the Administrative Agent, who shall promptly forward such notice to each of the Amendment Effective Lenders, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the Consenting Lenders have extended then-applicable Commitment Termination Date (the final termination of their Commitments to the Extended “Existing Commitment Termination Date”) be extended to the date that is one year after such Existing Commitment Termination Date (each such date, the “Requested Commitment Termination Date”); provided that the Borrower may request such an extension no more than two times at any time after the Closing Date. Each Lender, acting in its sole discretion, shall, not later than a date 15 days after its receipt of any such notice from the Borrower, notify the Borrower and the Administrative Agent in writing of its election to extend or not to extend the Existing Commitment Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Borrower and the Administrative Agent of its election to extend the Existing Commitment Termination Date shall be deemed not to have elected to extend the Existing Commitment Termination Date with respect to its Commitment (any Lender who timely notifies the Borrower and the Administrative Agent of an election not to extend, or revokes its election to extend in accordance with this Section 2.21, or fails to timely notify the Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender”). Notwithstanding any other provision of this Agreement (but subject to Section 2.24)the contrary, any notice by any Lender of its willingness to extend the Existing Commitment Termination Date shall be revocable by such Lender in its sole and absolute discretion at all times any time prior to the date which is 30 days after its receipt of any Extension of Commitment Termination Date all borrowings of Revolving Loans, all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed to the Lenders, will be made ratably from or to the Lenders, and all reductions of Commitments shall be allocated among the Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining LendersRequest. The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if the Required Lenders (including Commitments held by of all Terminating Lenders on such date) shall have agreed in writing during the Declining Lenders shall terminate on 15 day period referred to in Section 2.21(a) to extend the Commitment Termination Date. On the Existing Commitment Termination Date, simultaneously with then (i) the termination Commitments of the Non-Extended CommitmentsLenders other than Terminating Lenders (the “Continuing Lenders”) shall, each Consenting Lender will automatically subject to the other provisions of this Agreement, be extended to the Requested Commitment Termination Date specified in the Extension of Commitment Termination Date Request from the Borrower, and without further act assume as to such Lenders the term “Commitment Termination Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Commitment Termination Date, provided that if such date is not a portion Business Day, then such Requested Commitment Termination Date shall be the next preceding Business Day and (ii) the Commitments of the participations in any outstanding Letters of Credit held by Terminating Lenders shall continue until the Declining then-applicable Existing Commitment Termination Date, and shall then terminate, and as to the Terminating Lenders, the term “Commitment Termination Date”, as used herein, shall continue to mean such that after giving effect to such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect to the termination of the Non-Extended Commitments on the Existing Commitment Termination Date. The principal amount Administrative Agent shall promptly notify (A) the Lenders and the Borrower of any outstanding Loans made by Declining Lenders pursuant to Non-Extended Commitments, together with extension of any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Existing Commitment Termination Date, and on the Commitment Termination Date, the Borrowers shall also make such other payments of their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders Date pursuant to this sentence Section 2.21 and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (iB) the Aggregate Outstanding Credit Exposure will not exceed Borrower and the Aggregate Commitment and Lenders of any Lender which becomes a Terminating Lender (ii) the Revolving Credit Exposure date of each Lender will not exceed its Commitmentsuch notification being referred to herein as the “Extension Confirmation Date”).

Extension of Commitment Termination Date. Effective as of the Amendment Effective Date, the Consenting Lenders have extended the final termination of their Commitments (a) The Borrower may at any time from time to the Extended Commitment Termination Date. Notwithstanding any other provision of this Agreement (but subject to Section 2.24), at all times time not more than 90 days and not less than 35 days prior to the Commitment Termination Date all borrowings any anniversary of Revolving Loans, all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed to the Lenders, will be made ratably from or to the Lenders, and all reductions of Commitments shall be allocated among the Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining Lenders. The Commitments held by the Declining Lenders shall terminate on the Commitment Termination Date. On the Commitment Termination Date, simultaneously by notice to the Agent (who shall promptly notify the Lenders) request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”); provided, for the avoidance of doubt, that the Borrower may make such a request during the relevant period prior to the first anniversary of the Closing Date, but the Extension Date in connection with such a request shall be on or following the first anniversary of the Closing Date. For the purposes of clarity, at any date of determination, the Commitment Termination Date shall be no later than five (5) years following the applicable date of determination, whether such determination is made before or after giving effect to any extension election made by the Borrower. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than 25 days prior to the anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Existing Commitment Termination Date. (c) The Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one (1) Business Day after the Agent receives notice of such Lender’s determination or (y) the date that is one (1) Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the termination Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (e) If (and only if) the total of the Non-Extended Commitments, each Consenting Lender will automatically and without further act assume a portion Commitments of the participations Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Commitments in any outstanding Letters effect immediately prior to the applicable Extension Date, then, effective as of Credit held the applicable Extension Date, the Commitment Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is 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 Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the Declining Lendersprovisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Commitment Termination Date shall be permitted hereunder and (y) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in the Credit Documents shall be true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such that representations and warranties, before and after giving effect to such assumptionextension); and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, each Consenting the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender), it being understood and agreed that such Non-Extending Lender’s participation participations in each Letter Swingline Loans and Letters of Credit will equal outstanding on such Consenting Lender’s Pro Rata Share Existing Commitment Termination Date shall terminate thereon. (h) Each of the LC Exposure attributable thereto after giving effect Swingline Lender and each Fronting Bank may, in its sole discretion, elect to the termination extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, in connection with any extension of the Non-Extended Commitments on the Commitment Termination Date. The principal amount of ; provided that, (i) the Borrower and the Agent may appoint a replacement for any outstanding Loans made by Declining Lenders pursuant such resigning Swingline Lender or Fronting Bank that does not so elect to Non-Extended Commitments, together with any accrued interest thereon and any accrued fees and other amounts payable to extend its Swingline Termination Date or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Commitment Fronting Bank Termination Date, as applicable, and on (ii) the extension of any Commitment Termination Date may become effective without regard to whether such replacement is appointed. (i) In connection with any extension of the Commitment Termination Date, the Borrowers shall also Borrower, the Agent and each Extending Lender may make such other payments of their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders pursuant amendments to this sentence Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (i) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment and (ii) the Revolving Credit Exposure of each Lender will not exceed its Commitment8.08.

Extension of Commitment Termination Date. Effective as of the Amendment Effective Date(a) The Borrower may, the Consenting Lenders have extended the final termination of their Commitments by written notice to the Extended Commitment Termination Date. Notwithstanding any other provision of this Agreement Lender (but subject to Section 2.24), at all times such notice being an "Extension Notice") given no earlier than 60 days and no later than 45 days prior to the Commitment Termination Date, request that the Lender consider an extension of the then applicable Commitment Termination Date all borrowings to a date 364 days after the then applicable Commitment Termination Date. If the Lender has elected (in its sole and absolute discretion) to so extend the Commitment Termination Date, the Lender shall notify the Borrower of Revolving Loanssuch election no later than 15 days prior to such Commitment Termination Date, and upon receipt of such notice the Borrower shall promptly inform the Lender whether or not it wishes to extend the Commitment Termination Date with respect to the Commitments of the Lender. If the Lender does not expressly notify the Borrower prior to such 15-day period that it wishes to so extend the then applicable Commitment Termination Date the Lender shall be deemed to have rejected the Borrower's request for extension of such Commitment Termination Date. In the event that the Lender has elected to so extend the Commitment Termination Date and in the event that the Borrower elects to accept the Lender's offer to extend the Commitment Termination Date, the Commitment Termination Date of the Lender shall be so extended. No extension will be permitted hereunder if the Borrower has selected the Term-Out Maturity Date pursuant to Section 2.09(a). Upon the delivery of an Extension Notice and upon the extension of the Commitment Termination Date pursuant to this Section 2.19, the Borrower shall be deemed to have represented and warranted on and as of the date of such Extension Notice and the effective date of such extension, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, the Lender shall not have any obligation to extend the Commitment Termination Date, and the Lender may at its option, unconditionally and without cause, decline to extend the Commitment Termination Date. (b) If the Commitment Termination Date shall have been extended in accordance with Section 2.19(a), all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed references herein to the Lenders, will be made ratably from or "Commitment Termination Date" shall refer to the Lenders, Commitment Termination Date as so extended and all reductions references herein to the "Term-Out Maturity Date" shall refer to a date which is the first anniversary of Commitments the Commitment Termination Date as so extended. (c) If the Lender shall be allocated among determine not to extend the Lenders, on the basis of their Pro Rata Shares, without distinction Commitment Termination Date as between the Consenting Lenders and the Declining Lenders. The Commitments held requested by any Extension Notice given by the Declining Lenders Borrower pursuant to Section 2.19(a), the Commitment of the Lender shall terminate on the Commitment Termination Date. On the Commitment Termination Date, simultaneously with the termination of the Non-Extended Commitments, each Consenting Lender will automatically and Date without further act assume a portion of the participations in giving any outstanding Letters of Credit held by the Declining Lenders, such that after giving effect to such assumptionproposed extension, each Consenting Lender’s participation in each Letter of Credit will equal and the Borrower shall on such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect date pay to the termination of Lender, the Non-Extended Commitments on the Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders pursuant to Non-Extended Commitmentsof, and accrued interest on, the Lender's Loans, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Commitment Termination Date, and on the Commitment Termination Date, the Borrowers shall also make such other payments of their respective Loans Lender pursuant to Section 2.10 as shall be required in order that, after giving effect 2.15 and any fees or other amounts owing to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders pursuant to Lender under this sentence and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, Agreement. (id) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment and (ii) the Revolving Credit Exposure of each Lender will not exceed its Commitment[Reserved].

Extension of Commitment Termination Date. (a) The Borrowers shall have the right, upon at least 30 Business Days’ notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) prior to each of the first three anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Commitment Termination Date then in effect (the “Current Commitment Termination Date”) be extended to the date one year after such Current Commitment Termination Date (such extended date, an “Extended Commitment Termination Date”). (b) Each Lender will use its reasonable efforts to notify the Administrative Agent at least 15 Business Days before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such extension (each, a “Declining Lender”) shall continue to be a Lender with a Commitment until the Current Commitment Termination Date or until such Lender is replaced pursuant to subsection (c) of this Section 2.17 (but shall not have any Commitment during any extended period to which it has not agreed). (c) The Borrowers shall have the right to replace, effective as of the Amendment Effective Relevant Anniversary or the Current Commitment Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Eligible Assignees (which may include any Lender with the Consenting consent of such Lender) (each such Eligible Assignee an “Additional Commitment Lender”) with the approval of the Administrative Agent (not to be unreasonably withheld), each of which Additional Commitment Lenders shall have extended entered into an agreement in form and substance satisfactory to the final termination Borrowers and the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of their this Agreement on the Relevant Anniversary or the Current Commitment Termination Date, as the case may be. (d) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Commitment Termination Date, taking into account any Commitment increases pursuant to clause (c) of this Section 2.17, shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Commitment Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Commitment Termination Date. Notwithstanding any other provision The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Lender pursuant to clause (c) of this Agreement Section 2.17. (but subject to Section 2.24)e) Notwithstanding the foregoing, at all times prior to each extension of the Commitment Termination Date hereunder pursuant to this Section 2.17 shall be effective only if: (i) no Default has occurred and is continuing as of the date of the request pursuant to clause (a) above and the Relevant Anniversary; and (ii) all borrowings representations and warranties contained herein are true and correct in all material respects on and as of Revolving Loansthe date of the request pursuant to clause (a) above and the Relevant Anniversary, all payments including without limitation the representation and warranty of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed the Borrowers as to the Lendersexecution, will be made ratably from or to the Lenders, delivery and all reductions performance by them of Commitments shall be allocated among the Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders this Agreement and the Declining Lenders. The Commitments held Notes, taking into account such extension, having been duly authorized by the Declining Lenders shall terminate on the Commitment Termination Date. On the Commitment Termination Date, simultaneously with the termination of the Non-Extended Commitments, each Consenting Lender will automatically all necessary corporate action (it being understood and without further act assume agreed that any representation or warranty which expressly refers by its terms to a portion of the participations in any outstanding Letters of Credit held by the Declining Lenders, such that after giving effect to such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect to the termination of the Non-Extended Commitments on the Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders pursuant to Non-Extended Commitments, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder in respect of Non-Extended Commitments, shall be due and payable on the Commitment Termination Date, and on the Commitment Termination Date, the Borrowers shall also make such other payments of their respective Loans pursuant to Section 2.10 as specified date shall be required to be true and correct in order thatall material respects only as of such date); and (iii) if on the Relevant Anniversary or the Current Commitment Termination Date there are Advances outstanding, after giving effect appropriate adjustments shall be made among the Lenders to cause the termination of the Non-Extended outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments of, and all payments to, Declining Lenders pursuant to this sentence and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (i) the Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment and (ii) the Revolving Credit Exposure as of each Lender will not exceed its Commitmentsuch date.