Common use of Renewal of Commitments Clause in Contracts

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No earlier than 45 days prior, and no later than 30 days prior, to the then-current Termination Date, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination Date. (c) Subject to the satisfaction of the conditions set forth in Section 5.2, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d) hereof shall constitute at least 80% of the aggregate Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination DateIf no Event of Default has occurred and is continuing, the Borrower may, may request by delivering a written request notice to the Administrative Agent (and each such request being irrevocable)Bank, request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No given no earlier than 45 days priorprior to, and no later than 30 days priorprior to, any Stated Termination Date applicable on the date of such notice to all Banks ("Existing Termination Date"), that the Banks renew their respective Commitments for an additional 364 days. If a Bank agrees, in its sole and absolute discretion, to the then-current Termination Dateso renew its Commitment, the Lenders shall indicate it will give notice to the Administrative Agent whether of its decision to do so no earlier than 30 days prior to, and no later than 20 days prior to, such Existing Termination Date. No later than 19 days prior to such Existing Termination Date (or the Borrower's request next Business Day, if the day 19 days prior to so extend the then-current Existing Termination Date is acceptable not a Business Day), the Administrative Agent will notify the Borrower and each Bank of the Banks from which it has received such a notice agreeing to so renew ("Renewing Banks"). Any failure by a Bank to so notify the Administrative Agent shall be deemed to be a decision by such Bank to not so renew its Commitment. (b) If all Banks elect to so renew their respective Commitments, the Stated Termination Date shall automatically become the date that is 364 days following the Existing Termination Date. (c) If, at the time the Administrative Agent gives the notice contemplated by Section 2.17(a) to the LendersBorrower and the Banks, the Commitments of the Renewing Banks aggregate more than 50% of, but less than 100% of, the Commitments of all of the Banks at such time ("Existing Commitments"), (i) effective as of the Existing Termination Date, except as to the Banks described in clause (ii) of this subsection (c), the Stated Termination Date shall automatically become the date that is 364 days following the Existing Termination Date as to each Renewing Bank, (ii) the Stated Termination Date shall remain unchanged as to each Bank that is not a Renewing Bank (each a "Terminating Bank"), (iii) each Terminating Bank's Commitment shall terminate on the Existing Termination Date, and (iv) the Borrower shall pay on the Existing Termination Date the outstanding Advances owed to each Terminating Bank and all other amounts owed to each Terminating Bank. If, at the time the Administrative Agent gives the notice contemplated by Section 2.17(a) to the Borrower and the Banks, the Commitments of the Renewing Banks aggregate 50% or less of the Existing Commitments, none of the Commitments (including the Commitment of any Renewing Bank) will be extended and the Stated Termination Date shall remain unchanged. (d) If, at the time the Administrative Agent gives the notice contemplated by Section 2.17(a) to the Borrower and the Banks, the Commitments of the Renewing Banks aggregate at least 51% of, but less than 100% of, the Existing Commitments, then the Borrower may request one or more Renewing Banks to increase their respective Commitments pursuant to Section 2.18 (but no Bank shall be obligated to do so), and may attempt to add one or more commercial banks or financial institutions to this Agreement pursuant to Section 2.18, but the aggregate amount of the Commitments of the Renewing Banks (after giving effect to any such increase) and such added financial institutions shall not exceed 100% of the Existing Commitments. (e) The Borrower may repeat the process contemplated by this Section 2.17 once each year (commencing in 2000) but the election by any Bank to become a Renewing Bank at any time shall not obligate such Bank to become a Renewing Bank at any other time, it being understood agreed that the determination each election of any Bank to renew or not renew shall be made by each Lender will be such Bank in its sole and absolute discretion and that the failure of such discretion shall not be limited by any Lender prior election to so respond within such period shall be deemed to constitute become a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination DateRenewing Bank. (c) Subject to the satisfaction of the conditions set forth in Section 5.2, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d) hereof shall constitute at least 80% of the aggregate Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the The Borrower may, may request that ---------------------- each Lender's Commitments be renewed by delivering a written request providing notice of such requests to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No no earlier than 45 days prior, and but no later than 30 days priorprior to the then existing Commitment Termination Date (the "Existing Commitment ------------------- Termination Date") applicable to such Lenders. If a Lender agrees, in its ---------------- individual and sole discretion, to renew its Commitment, such Lender (a "Renewing Lender") will notify the then-current Administrative Agent, in writing, of its --------------- decision to do so no earlier than 30 days prior to the Existing Commitment Termination Date applicable to such Lender (but in any event no later than 20 days prior to the Existing Commitment Termination Date, the Lenders shall indicate ). Notwithstanding any provision of this Agreement to the Administrative Agent whether the Borrower's request contrary, any notice by any Lender of its willingness to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination renew its Commitment shall be revocable by each such Lender will be in its sole and absolute discretion and that at any time prior to the failure of any Lender date which is 20 days prior to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING Lender")related Commitment Termination Date then in effect. The Administrative Agent shall will notify the Borrower, in writing, of the Lenders' decisions each Lender's decision no later than 15 days prior to the end Existing Commitment Termination Date applicable to such Lender. The Renewing Lenders' Commitments will be renewed for an additional 364 days from the Existing Commitment Termination Date applicable to such Lenders, provided that (x) each extension of the then-current Commitment -------- Termination Date. Date pursuant to this Section 2.6 shall be for a period of 364 days ----------- and (cy) Subject to the satisfaction more than 50% of the conditions set forth in Section 5.2, in the event that the sum Total Commitment Amount as of the Commitments of the Commitment Termination Date then in effect is extended or otherwise committed to by Renewing Lenders and any new Lenders. Any Lender that have consented to declines the Borrower's request to extend for a Commitment renewal (a "Declining Lender") will have its Commitment ---------------- terminated on the then-current Existing Commitment Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect applicable to such request that have been assigned pursuant Lender (without regard to Section 14.10(d) hereof shall constitute at least 80% of the aggregate Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting any renewals by other Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant terminated earlier in accordance with this Agreement. The Borrower will have the right to Section 14.10(d) hereof; accept Commitments from Eligible Assignees acceptable to the Administrative Agent in an amount up to the amount of the pre-termination Commitments of any Declining Lenders, provided that, that the Renewing Lenders will have the right to increase -------- their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower may solicit any institution other than will be permitted to substitute Eligible Assignees for the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Declining Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No earlier than 45 days prior, and no later than 30 days prior, to the then-current Termination Date, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NONNon-CONSENTING Consenting Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination Date. (c) Subject to the satisfaction of the conditions set forth in Section 5.26.03, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERSConsenting Lenders") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d12.06(b) hereof shall constitute at least 80% of the aggregate Aggregate Revolving Credit Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings Loans made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d12.06(b) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d12.06(b)) a revised Schedule 2 Annex I that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No earlier than 45 days prior, and no later than 30 days prior, to the then-current Termination Date, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING LenderLENDER"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination Date. (c) Subject to the satisfaction of the conditions set forth in Section 5.2, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d) hereof shall constitute at least 80% of the aggregate Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the The Borrower may, may request that ---------------------- each Lender's Commitments be renewed by delivering a written request providing notice of such requests to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No no earlier than 45 days prior, and but no later than 30 days priorprior to the then existing Commitment Termination Date applicable to such Lenders. If a Lender agrees, in its individual and sole discretion, to renew its Commitment, such Lender (an "Extending Lender") will notify the then-current Administrative Agent, in ---------------- writing, of its decision to do so no earlier than 30 days prior to the then existing Commitment Termination Date applicable to such Lender (but in any event no later than 20 days prior to the then existing Commitment Termination Date, the Lenders shall indicate ). Notwithstanding any provision of this Agreement to the Administrative Agent whether the Borrower's request contrary, any notice by any Lender of its willingness to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination renew its Commitment shall be revocable by each such Lender will be in its sole and absolute discretion and that at any time prior to the failure of any Lender date which is 20 days prior to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING Lender")related Commitment Termination Date then in effect. The Administrative Agent shall will notify the Borrower, in writing, of the Lenders' each Lender's decisions no later than 15 days prior to the end then existing Commitment Termination Date applicable to such Lender. The Extending Lenders' Commitments will be renewed for an additional 364 days from the then existing Commitment Termination Date applicable to such Lenders, provided that (i) each extension -------- of the then-current Commitment Termination Date. Date pursuant to this Section 2.6 shall be for a ----------- maximum of 364 days and (cii) Subject to the satisfaction more than 50% of the conditions set forth in Section 5.2, in the event that the sum Total Commitment Amount as of the Commitments of the Commitment Termination Date then in effect is extended or otherwise committed to by Extending Lenders and any new Lenders. Any Lender that have consented to declines the Borrower's request to extend for a Commitment renewal (a "Declining Lender") will have ---------------- its Commitment terminated on the then-current then existing Commitment Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect applicable to such request that have been assigned pursuant Lender (without regard to Section 14.10(d) hereof shall constitute at least 80% of the aggregate Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting any renewals by other Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant terminated earlier in accordance with this Agreement. The Borrower will have the right to Section 14.10(d) hereof; accept Commitments from third party financial institutions acceptable to the Administrative Agent in an amount up to the amount of the pre- termination Commitments of any Declining Lenders, provided that, that the Extending -------- Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower may solicit any institution will be permitted to substitute other than financial institutions for the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Declining Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-then- current Termination Date, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No earlier than 45 days prior, and no later than 30 days prior, to the then-current Termination Date, the Lenders shall indicate to the Administrative Agent and the Borrower whether the Borrower's request to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NONNon-CONSENTING Consenting Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination Date. (c) Subject to the satisfaction of the conditions set forth in Section 5.26.03, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERSConsenting Lenders") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d12.06(b) hereof shall constitute at least 80% of the aggregate Aggregate Revolving Credit Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Non- Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings Loans made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d12.06(b) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-then- current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d12.06(b)) a revised Schedule 2 Annex I that reflects the Commitments of each Lender.

Renewal of Commitments. (a) At least 45 but not more than 60 days prior to the then-current Termination Date, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the then-current Termination Date be extended for an additional period of 364 days, commencing on the then-current Termination Date. Upon receipt of such notice, the Administrative Agent shall promptly communicate such request to the Lenders. (b) No earlier than 45 days prior, and no later than 30 days prior, to the then-current Termination Date, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Termination Date is acceptable to the Lenders, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING LenderLENDER"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Termination Date. (c) Subject to the satisfaction of the conditions set forth in Section 5.26.03, in the event that the sum of the Commitments of the Lenders that have consented to the Borrower's request to extend the then-current Termination Date (the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with respect to such request that have been assigned pursuant to Section 14.10(d12.06(b) hereof shall constitute at least 80% of the aggregate Aggregate Revolving Credit Commitments, the then-current Termination Date shall be extended for an additional period of 364 days with respect to the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Termination Date (and the principal amount of all Borrowings Loans made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 14.10(d12.06(b) hereof; provided that, before the Borrower may solicit any institution other than the Consenting Lenders, the Consenting Lenders shall, at least five days before the end of the then-current Termination Date, determine whether to purchase by assignment the Commitments of such Non-Consenting Lenders. (d) The Administrative Agent shall prepare and deliver to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 14.10(d12.06(b)) a revised Schedule 2 Annex I that reflects the Commitments of each Lender.