Common use of Extension of Revolving Loan Commitment Termination Date Clause in Contracts

Extension of Revolving Loan Commitment Termination Date. Prior to the Revolving Loan Commitment Termination Date, Company may request an extension of the Revolving Loan Commitment Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no earlier than 90 days, but no later than 60 days prior to either or both of the first and second anniversaries of the Closing Date. The Extension Request must specify the new Revolving Loan Commitment Termination Date requested by Company and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request, which date shall not be less than 20 days prior to the applicable anniversary date (the “Response Date”). Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, in its sole and absolute discretion, approve or deny any Extension Request. Each Lender approving the Extension Request (an “Extending Lender”) shall deliver its written consent no later than the Response Date. The Administrative Agent shall provide written notice to Company of the Lenders’ response no later than 15 days prior to the applicable anniversary date. The Extending Lenders’ Revolving Loan Commitments (and the Revolving Loan Commitment Termination Date) shall be extended for one additional year after the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received, including the Revolving Loan Commitment Termination Date as one of the days in the calculation of the days elapsed; provided that at least 50% of the Revolving Loan Commitment Amount is extended or otherwise committed to by Extending Lenders and any new lenders. Otherwise, the Revolving Loan Commitment Termination Date shall not be extended. The Commitment of any Lender that declines an Extension Request or fails to approve an Extension Request on or prior to the Response Date (a “Declining Lender”) shall be terminated on the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received (without regard to any extension by other Lenders) and Company shall pay to such Declining Lender all principal, interest, fees and other amounts owing to such Declining Lender on the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received (without regard to any extension by other Lenders). Company shall have the right, on or prior to the applicable anniversary date, to replace any Declining Lender with a third party financial institution reasonably acceptable to the Administrative Agent and Company in the manner set forth in subsection 2.9.

Extension of Revolving Loan Commitment Termination Date. Prior to the Revolving Loan Commitment Termination Date, Company may request an extension of the Revolving Loan Commitment Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no earlier than 90 days, but no later than 60 days prior to either or both of the first and second anniversaries of the Closing Date. The Extension Request must specify the new Revolving Loan Commitment Termination Date requested by Company and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request, which date shall not be less than 20 days prior to the applicable anniversary date (the “Response Date”). Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, in its sole and absolute discretion, approve or deny any Extension Request. Each Lender approving the Extension Request (an “Extending Lender”) shall deliver its written consent no later than the Response Date. The Administrative Agent shall provide written notice to Company of the Lenders’ response no later than 15 days prior to the applicable anniversary date. The Extending Lenders’ Revolving Loan Commitments (and the Revolving Loan Commitment Termination Date) shall be extended for one additional year after the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received, including the Revolving Loan Commitment Termination Date as one of the days in the calculation of the days elapsed; provided that (i) at least 50% of the Revolving Loan Commitment Amount is extended or otherwise committed to by Extending Lenders and any new lenderslenders and (ii) Company has delivered to the Administrative Agent an Officer’s Certificate dated as of the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received certifying that (A) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Potential Event of Default or Event of Default exists. Otherwise, the Revolving Loan Commitment Termination Date shall not be extended. The Commitment of any Lender that declines an Extension Request or fails to approve an Extension Request on or prior to the Response Date (a “Declining Lender”) shall be terminated on the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received (without regard to any extension by other Lenders) and Company shall pay to such Declining Lender all principal, interest, fees and other amounts owing to such Declining Lender on the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received (without regard to any extension by other Lenders). Company shall have the right, on or prior to the applicable anniversary date, to replace any Declining Lender with a third party financial institution reasonably acceptable to the Administrative Agent and Company in the manner set forth in subsection 2.9.

Extension of Revolving Loan Commitment Termination Date. Prior Subject to the terms set forth in this Section, the Revolving Loan Commitment Termination Date may be extended for any time period at the request of WWI with the express consent of each Revolving Lender that wishes to extend its Revolving Loan Commitment beyond the then effective Revolving Loan Commitment Termination Date. Not later than the date 90 days prior to the Revolving Loan Commitment Termination Date, Company may request an extension of the Revolving Loan Commitment Termination Date by submitting WWI shall, at its option, in a request for an extension written notice to the Administrative Agent request (an “Extension Request”) no earlier than 90 days, but that the Revolving Loan Commitment Termination Date be extended for such period as it may request. The Administrative Agent shall promptly distribute such Extension Request to the Revolving Lenders. Each Revolving Lender may consent to such Extension Request by delivering to the Administrative Agent its express written consent thereto no later than 60 days prior to either or both of the first and second anniversaries of the Closing Date. The Extension Request must specify the new such Revolving Loan Commitment Termination Date requested by Company and the date (which must be at least 30 days after the Date. WWI acknowledges that each such Revolving Lender’s decision to consent to or reject an Extension Request is delivered to the Administrative Agent) shall be a new credit determination by each such Revolving Lender and as of which the Lenders must respond to the Extension Requestsuch each Revolving Lender may withhold its consent, which date shall not be less than 20 days prior to the applicable anniversary date (the “Response Date”). Promptly or condition its consent upon receipt of an Extension Requestadditional or different terms, the Agent shall notify in each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, case in its sole and absolute discretion. If (i) any Revolving Lender notifies the Administrative Agent in writing on or before the 60th day prior to such Revolving Loan Commitment Termination Date that it will not consent to such Extension Request or (ii) none of the Revolving Lenders have expressly consented in writing to any such Extension Request on or before the 60th day prior to such Revolving Loan Commitment Termination Date, approve then the Administrative Agent shall immediately notify WWI and WWI, at its option, may (x) withdraw such Extension Request at any time prior to the date 10 days prior to such Revolving Loan Commitment Termination Date, or deny any Extension Request. Each (y) attempt to replace each such Revolving Lender approving the which has not agreed to such Extension Request (an a “Extending Nonextending Lender”) shall deliver its written consent no with another commercial lending institution reasonably satisfactory to the Administrative Agent or another Revolving Lender (a “Replacement Lender”) by giving notice (not later than the Response Date. The Administrative Agent shall provide written notice to Company of the Lenders’ response no later than 15 date 20 days prior to the applicable anniversary date. The Extending Lenders’ Revolving Loan Commitments (and the such Revolving Loan Commitment Termination Date) shall be extended for one additional year after of the name of such Replacement Lender to the Administrative Agent; provided, that unless the Revolving Lenders (including Replacement Lenders) have agreed to such Extension Request on or before the 20th day prior to such Revolving Loan Commitment Termination Date in effect at the time the Date, such Extension Request is received, including shall be automatically withdrawn. Unless the Administrative Agent shall object to the identity of such proposed Replacement Lender prior to the date 10 days prior to such Revolving Loan Commitment Termination Date as one Date, upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than such Revolving Loan Commitment Termination Date) assign all of its interests hereunder to such Replacement Lender in consideration for an amount equal to such Nonextending Lender’s pro rata share of the days in the calculation of the days elapsed; provided that at least 50% outstanding principal amount of the Revolving Loans and Letter of Credit Outstandings, plus accrued but unpaid interest thereon, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Commitment Amount is extended or otherwise committed Documents, all in accordance with the provisions of Section 11.10 hereof. In the event that only a portion of the Revolving Lenders agree to by Extending Lenders and any new lenders. Otherwisesuch Extension Request in accordance with this Section, the Revolving Loan Commitment Termination Date shall be extended in accordance with such Extension Request with respect to those Revolving Lenders; provided, however, that with respect to each Nonextending Lender that has not be extended. The been replaced in accordance with the terms of this Section, the Commitment of each such Nonextending Lender shall terminate on the original Revolving Loan Commitment Termination Date (as such date may have been previously extended), and WWI shall pay to the Administrative Agent for the account of each such Nonextending Lender on or before the then current Revolving Loan Commitment Termination Date, such Nonextending Lender’s pro rata share of the principal of and interest on all outstanding Revolving Loans and Letter of Credit Outstandings, plus accrued but unpaid fees and all other amounts owing to such Nonextending Lender under the Loan Documents, and the sum of the aggregate Revolving Loan Commitment Amounts shall be irrevocably reduced by an amount equal to the sum of the aggregate Revolving Loan Commitment Amounts of all Nonextending Lenders. If all of the Revolving Lenders (other than the Nonextending Lenders) consent to any Lender that declines an such Extension Request (or fails to approve an Extension Request on or prior to the Response Date (a “Declining Lender”) shall be terminated if all Nonextending Lenders are replaced in accordance with this Section 2.10), then as of 5:00 p.m. New York time on the Revolving Loan Commitment Termination Date in effect at the time the Extension Request is received (without regard to any extension by other Lenders) and Company shall pay to such Declining Lender all principalDate, interest, fees and other amounts owing to such Declining Lender on the Revolving Loan Commitment Termination Date in effect at shall be deemed to have been extended for, and shall be the time the Extension Request is received (without regard to any extension by other Lenders). Company shall have the right, on or prior to the applicable anniversary date, to replace any Declining Lender with a third party financial institution reasonably acceptable to the Administrative Agent and Company in the manner set forth in subsection 2.9the Extension Request.