Common use of Extension of Expiration Date Clause in Contracts

Extension of Expiration Date. Notwithstanding anything contained in any other provision of this Agreement to the contrary, the Revolving Credit Commitments (or portions of the Revolving Credit Commitments) set forth on Schedule 2.15 (the “Expiring Commitments”) shall automatically terminate on November 19, 2018 (the “Original Expiration Date”), and upon such termination, the Borrowers shall, (a) pay, with accrued interest and with any additional compensation required under Section 2.3 and Section 5.5.2, the amount of any Revolving Credit Loans related to such Expiring Commitments, (b) prepay any additional Revolving Credit Loans of the Banks to the extent that the Revolving Credit Usage exceeds the Revolving Credit Commitments (in each case after giving effect to the Expiring Commitments) and (c) make any other payments required hereunder, including without limitation, payments required under Section 2.8, Section 2.9 and Section 5.6. After giving effect to the Expiring Commitments, all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made after the Original Expiration Date shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s Expiring Commitment), but only to the extent, in each case, after giving effect to the Expiring Commitments, (x) the sum of all Banks’ Revolving Credit Loans then outstanding plus the sum of such Banks’ Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all such Banks’ Revolving Credit Commitments and (y) the aggregate obligation of each Bank to acquire, refinance or fund any participations in the portion of Letters of Credit Outstanding and Swing Loans pursuant to the reallocation contemplated above shall not exceed, in each case, after giving effect to the Expiring Commitments, the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s Revolving Credit Loans then outstanding plus such Bank’s Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. Notwithstanding the foregoing, if the reallocation described in the preceding sentence cannot, or can only partially, be effected, or if a Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) or Event of Default (other than any Aerostructures Filing Event of Default) exists on the Original Expiration Date, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay the pro rata portion of outstanding Swing Loans related to the Expiring Commitments and (2) second, cash collateralize a pro rata portion of Letters of Credit Outstanding related to the Expiring Commitments (in each case, after giving effect to any partial reallocation pursuant the immediately preceding sentence). Notwithstanding any provision contained in this Agreement or the other Loan Documents to the contrary, each Bank party to the Sixth Amendment hereby agrees to this Section 2.15 and the non-pro rata treatment of certain payments as set forth in this Section.

Extension of Expiration Date. Notwithstanding anything contained in any other provision of this Agreement to the contrary, the Revolving Credit Commitments (or portions of the Revolving Credit Commitments) held by the Banks set forth on Schedule 2.15 (such Banks, the "Non-Extending Banks" and such Revolving Credit Commitments, the “Expiring Commitments”) shall automatically terminate on November 19, 2018 (the “Original Expiration Date”)) to the extent such Expiring Commitments are held by such Non-Extending Banks on the Original Expiration Date, and upon such termination, if applicable, the Borrowers shall, (a) pay, with accrued interest and with any additional compensation required under Section 2.3 and Section 5.5.2, the amount of any Revolving Credit Loans related to such Expiring Commitments, (b) prepay any additional Revolving Credit Loans of the Banks to the extent that the Revolving Credit Usage exceeds the Revolving Credit Commitments (in each case after giving effect to the Expiring Commitments) and (c) make any other payments required hereunder, including without limitation, payments required under Section 2.8, Section 2.9 and Section 5.6. After giving effect to the Expiring Commitments, if any, all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made after the Original Expiration Date shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s Expiring Commitment), but only to the extent, in each case, after giving effect to the Expiring Commitments, (x) the sum of all Banks’ Revolving Credit Loans then outstanding plus the sum of such Banks’ Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all such Banks’ Revolving Credit Commitments and (y) the aggregate obligation of each Bank to acquire, refinance or fund any participations in the portion of Letters of Credit Outstanding and Swing Loans pursuant to the reallocation contemplated above shall not exceed, in each case, after giving effect to the Expiring Commitments, the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s Revolving Credit Loans then outstanding plus such Bank’s Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. Notwithstanding the foregoing, if the reallocation described in the preceding sentence cannot, or can only partially, be effected, or if a Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) or Event of Default (other than any Aerostructures Filing Event of Default) exists on the Original Expiration Date, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay the pro rata portion of outstanding Swing Loans related to the Expiring Commitments and (2) second, cash collateralize a pro rata portion of Letters of Credit Outstanding related to the Expiring Commitments (in each case, after giving effect to any partial reallocation pursuant the immediately preceding sentence). Notwithstanding any provision contained in this Agreement or the other Loan Documents to the contrary, each Bank party to the Sixth Amendment hereby agrees to this Section 2.15 and the non-pro rata treatment of certain payments as set forth in this Section.

Extension of Expiration Date. Notwithstanding anything contained in any other provision of this Agreement to the contrary, the Revolving Credit Commitments (or portions of the Revolving Credit Commitments) set forth on Schedule 2.15 (the “"Expiring Commitments”") shall automatically terminate on November 19, 2018 (the “"Original Expiration Date”"), and upon such termination, the Borrowers shall, (a) pay, with accrued interest and with any additional compensation required under Section 2.3 and Section 5.5.2, the amount of any Revolving Credit Loans related to such Expiring Commitments, (b) prepay any additional Revolving Credit Loans of the Banks to the extent that the Revolving Credit Usage exceeds the Revolving Credit Commitments (in each case after giving effect to the Expiring Commitments) and (c) make any other payments required hereunder, including without limitation, payments required under Section 2.8, Section 2.9 and Section 5.6. After giving effect to the Expiring Commitments, all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made after the Original Expiration Date shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s 's Expiring Commitment), but only to the extent, in each case, after giving effect to the Expiring Commitments, (x) the sum of all Banks’ ' Revolving Credit Loans then outstanding plus the sum of such Banks’ ' Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all such Banks’ ' Revolving Credit Commitments and (y) the aggregate obligation of each Bank to acquire, refinance or fund any participations in the portion of Letters of Credit Outstanding and Swing Loans pursuant to the reallocation contemplated above shall not exceed, in each case, after giving effect to the Expiring Commitments, the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s 's Revolving Credit Loans then outstanding plus such Bank’s 's Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. Notwithstanding the foregoing, if the reallocation described in the preceding sentence cannot, or can only partially, be effected, or if a Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) or Event of Default (other than any Aerostructures Filing Event of Default) exists on the Original Expiration Date, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay the pro rata portion of outstanding Swing Loans related to the Expiring Commitments and (2) second, cash collateralize a pro rata portion of Letters of Credit Outstanding related to the Expiring Commitments (in each case, after giving effect to any partial reallocation pursuant the immediately preceding sentence). Notwithstanding any provision contained in this Agreement or the other Loan Documents to the contrary, each Bank party to the Sixth Amendment hereby agrees to this Section 2.15 and the non-pro rata treatment of certain payments as set forth in this Section.

Extension of Expiration Date. Notwithstanding anything contained in any other provision of this Agreement to the contrary, the Revolving Credit Commitments (or portions of the Revolving Credit Commitments) held by the Banks set forth on Schedule 2.15 (such Banks, the “Non-Extending Banks” and such Revolving Credit Commitments, as may be reduced from time to time pursuant to the provisions of Section 5.4.3 or Section 5.6, the “Expiring Commitments”) shall automatically terminate on November 19, 2018 (the “Original Expiration Date to the extent such Expiring Commitments are held by such Non-Extending Banks on the Original Expiration Date”), and upon such termination, if applicable, the Borrowers shall, (a) pay, with accrued interest and with any additional compensation required under Section 2.3 and Section 5.5.2, the amount of any Revolving Credit Loans related to such Expiring Commitments, (b) prepay any additional Revolving Credit Loans of the Banks to the extent that the Revolving Credit Usage exceeds the Revolving Credit Commitments (in each case after giving effect to the Expiring Commitments) and (c) make any other payments required hereunder, including without limitation, payments required under Section 2.8, Section 2.9 and Section 5.6. After giving effect to the Expiring Commitments, if any, all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made after the Original Expiration Date shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s Expiring Commitment), but only to the extent, in each case, after giving effect to the Expiring Commitments, (x) the sum of all Banks’ Revolving Credit Loans then outstanding plus the sum of such Banks’ Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time does not exceed the total of all such Banks’ Revolving Credit Commitments and (y) the aggregate obligation of each Bank to acquire, refinance or fund any participations in the portion of Letters of Credit Outstanding and Swing Loans pursuant to the reallocation contemplated above shall not exceed, in each case, after giving effect to the Expiring Commitments, the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s Revolving Credit Loans then outstanding plus such Bank’s Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such time. Notwithstanding the foregoing, if the reallocation described in the preceding sentence cannot, or can only partially, be effected, or if a Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) or Event of Default (other than any Aerostructures Filing Event of Default) exists on the Original Expiration Date, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay the pro rata portion of outstanding Swing Loans related to the Expiring Commitments and (2) second, cash collateralize Cash Collateralize a pro rata portion of Letters of Credit Outstanding related to the Expiring Commitments (in each case, after giving effect to any partial reallocation pursuant the immediately preceding sentence). Notwithstanding any provision contained in this Agreement or the other Loan Documents to the contrary, each Bank party to the Sixth Eleventh Amendment hereby agrees to this Section 2.15 and the non-pro rata treatment of certain payments as set forth in this Section.

Extension of Expiration Date. Notwithstanding anything contained in any other provision of this Agreement to the contrary, the Revolving Credit Commitments (or portions of the Revolving Credit Commitments) held by the Banks set forth on Schedule 2.15 (such Banks, the “Non-Extending Banks” and such Revolving Credit Commitments, as may be reduced from time to time pursuant to the provisions of this Agreement, the “Expiring Commitments”) shall automatically terminate on November 19, 2018 (the “Original Expiration Date to the extent such Expiring Commitments are held by such Non-Extending Banks on the Original Expiration Date”), and upon such termination, if applicable, the NAI-0000000000v6 Borrowers shall, (a) pay, with accrued interest and with any additional compensation required under Section 2.3 and Section 5.5.2, the amount of any Revolving Credit Loans related to such Expiring Commitments, (b) prepay any additional Revolving Credit Loans of the Banks to the extent that the Dollar Equivalent Revolving Credit Facility Usage exceeds the Revolving Credit Commitments (in each case after giving effect to the Expiring Commitments) and (c) make any other payments required hereunder, including without limitation, payments required under Section 2.8, Section 2.9 and Section 5.6. After giving effect to the Expiring Commitments, if any, any then-existing Availability Reserve shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s Expiring Commitment). After giving effect to the Expiring Commitments, if any, all Letters of Credit Outstanding and Swing Loans outstanding at such time, and all Letters of Credit issued or Swing Loans made after the Original Expiration Date shall be reallocated among the Banks holding Revolving Credit Commitments after the Original Expiration Date in accordance with their respective Ratable Shares (as determined after giving effect to the Expiring Commitments and without reference to any Bank’s Expiring Commitment), but only to the extent, in each case, after giving effect to the Expiring Commitments, (x) the sum of all Banks’ Revolving Credit Loans then outstanding plus the sum of such Banks’ Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding Non-Loan Revolving Facility Usage at such time does not exceed the total of all such Banks’ Revolving Credit Commitments and (y) the aggregate obligation of each Bank to acquire, refinance or fund any participations in the portion of Letters of Credit Outstanding and Swing Loans pursuant to the reallocation contemplated above shall not exceed, in each case, after giving effect to the Expiring Commitments, the positive difference between (i) the Revolving Credit Commitment of such Bank minus (ii) such Bank’s Revolving Credit Loans then outstanding plus such Bank’s Ratable Share of the Dollar Equivalent of all Swing Loans then outstanding and Letters of Credit Outstanding at such timeNon-Loan Revolving Facility Usage. Notwithstanding the foregoing, if the reallocation described in the preceding sentence cannot, or can only partially, be effected, or if a Potential Default (other than a Potential Default in respect of any Aerostructures Filing Event of Default) or Event of Default (other than any Aerostructures Filing Event of Default) exists on the Original Expiration Date, the Borrowers shall within one Business Day following notice by the Administrative Agent, (1) first, prepay the pro rata portion of outstanding Swing Loans related to the Expiring Commitments and (2) second, cash collateralize Cash Collateralize a pro rata portion of Letters of Credit Outstanding related to the Expiring Commitments (in each case, after giving effect to any partial reallocation pursuant the immediately preceding sentence). Notwithstanding any provision contained in this Agreement or the other Loan Documents to the contrary, each Bank party to the Sixth Eleventh Amendment hereby agrees to this Section 2.15 and the non-pro rata treatment of certain payments as set forth in this Section.