Common use of Termination Date Extension Clause in Contracts

Termination Date Extension. Effective on any anniversary of the Closing Date (but on not more than two occasions), the Company, with the approval of Majority Lenders, may extend the Revolving Credit Termination Date with respect to consenting Lenders by one year (a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, shall provide written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 120 days prior to any anniversary of the Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders shall have agreed to an extension request, then the Revolving Credit Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Termination Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as to such Lender prior to giving effect to any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing and (b) the Administrative Agent shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such date.

Termination Date Extension. Effective (i) Provided that all of the extension conditions listed in clause (ii) below (collectively, the “Termination Date Extension Conditions”) shall have been satisfied, Seller shall have the option to extend the Stated Termination Date for an additional one (1) year period ending on any the one (1) year anniversary of the Closing Stated Termination Date (the “Extension Period”). Seller shall provide notice to Purchaser at least five (5) Business Days prior to the date on which Seller pays the Extension Fee pursuant to Article 3(f)(ii)(C). (ii) For purposes of this Article 3(f), the Termination Date Extension Conditions shall be deemed to have been satisfied if: (A) Seller shall have delivered to Purchaser written notice of its request to extend the Stated Termination Date at least thirty (30) days, but on not more than two occasions)ninety (90) days, prior to the CompanyStated Termination Date. (B) The ratio, with expressed as a percentage, of (i) the approval sum of Majority Lendersthe average Purchase Prices of all Purchased Assets subject to all Transactions that occurred during the period commencing on the Closing Date and ending on the Stated Termination Date (including any Eligible Assets approved by Purchaser but not then subject to a Transaction and any future advances approved by Purchaser) over (ii) the Maximum Facility Purchase Price shall be not less than the Minimum Initial Term Utilization Amount; provided, may extend however, that Seller shall be permitted to (i) permanently reduce the Revolving Credit Maximum Facility Purchase Price in an amount sufficient to cause the foregoing condition to be satisfied or (ii) deliver to Purchaser a one-time fee payment in an amount equal to the positive difference, if any, between (a) $1,250,000.00, minus (b) the amount of all Funding Fees paid to Purchaser prior to the Stated Termination Date with respect to consenting Lenders by one year any Purchased Assets (a the “Termination Date ExtensionMinimum Initial Term Utilization Fee”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, shall provide written notice to the Administrative Agent (which shall promptly deliver a copy to each Payment of the LendersMinimum Initial Term Utilization Fee shall not be applied towards, nor shall such Minimum Initial Term Utilization Fee reduce, satisfy or waive any obligation of Seller to pay any Purchase Price Differential due under this Agreement or the Repurchase Price of any Purchased Asset. (C) not less than 30 days and not more than 120 days prior to any anniversary of the Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders Purchaser shall have agreed to an extension requestreceived, then on or before the Revolving Credit Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Termination Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as to such Lender prior to giving effect to any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Stated Termination Date, and on payment from Seller, as consideration for Purchaser’s agreement to extend the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Stated Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless Extension Fee; (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (iiD) no monetary or material non-monetary Default, Margin Deficit Event or Event of Default under this Agreement shall have occurred and be continuing as of the Stated Termination Date; and (bE) all representations and warranties made by any Seller Party in the Administrative Agent Transaction Documents, shall be true, correct, complete and accurate in all material respects as of the Stated Termination Date (other than with respect to any MTM Representations). In addition to the foregoing, Seller may request from time to time, upon not less than one hundred twenty (120) days prior notice, additional extensions of the Termination Date for 29 additional one (1) year periods following the end of the Extension Period, which extensions shall be conditioned upon the consent of Purchaser in its sole and absolute discretion, and such other terms and conditions as Purchaser may request in its sole and absolute discretion. If Purchaser rejects any request by Seller for additional extensions pursuant to the foregoing sentence, then Seller shall have received an Officer’s Certificate no further right to request any additional extensions of the effects set forth in clause Termination Date pursuant to this Agreement. (a) of this sentence, dated such date.g)

Termination Date Extension. Effective The Aggregate Commitment with respect -------------------------- to Tranche C Obligations shall expire on any the Termination Date. Within the period beginning 120 days and ending 90 days before each anniversary of the Closing Date (but on not more than two occasions)Date, the Company, with Company may request in writing that the approval of Majority Lenders, may extend the Revolving Credit Termination Date be extended for an additional year. Within the period beginning 45 days and ending 30 days prior to such anniversary, each Lender may, in its sole discretion, agree to such extension by giving written notice of such agreement to the Company and the Agent (and the failure to provide such notice shall be determined to be a decision not to extend). The Aggregate Commitment with respect to consenting Lenders by one year (a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, Tranche D Obligations shall provide written notice to expire on the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 120 days prior to any first anniversary of the Closing Date. Each Within the period beginning 270 days and ending 30 days prior to such first anniversary of the Closing Date, the Company may request in writing that the expiry date for the Aggregate Commitment with respect to Tranche D Obligations be extended to remain in effect for up to one year from the then effective termination date; and thereafter within the period beginning 270 days and ending 30 days prior to the then effective expiry date for the Aggregate Commitment with respect to Tranche D Obligations, the Company may request in writing that the expiry date for the Aggregate Commitment with respect to Tranche D Obligations be extended to remain in effect for up to one year from such then effective extension date. Within 30 days after such request, each Lender shallmay, in its sole discretion, agree to such extension by giving written notice of such extension to the Company and the Administrative Agent given (and the failure to provide such notice shall be deemed a decision not later than to extend). The Commitment of each Lender that declines to extend with respect to the 20th day after Tranche C Obligations or the date of Tranche D Obligations may, at the Administrative Agent’s receipt option of the Company’s extension request, advise the Company whether or not it agrees be replaced in accordance with Section 12.3 (but only ------------ to the requested extension (each extent a replacement Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to is then available) or the Aggregate Commitment reduced. The Required Lenders must agree to a requested any extension being called a “Declining Lender”). Any Lender that has not so advised with respect to the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders shall have agreed to an extension request, then the Revolving Credit Termination Date shall, as to or the Consenting Lenders, be extended to the first anniversary expiry of the Revolving Credit Termination Date theretofore in effect. The decision Aggregate Commitment with respect to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as to such Lender prior to giving effect to Tranche D Obligations for any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing and (b) the Administrative Agent shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such dateeffective.

Termination Date Extension. Effective on any anniversary The Company may request an extension of the Closing Termination Date in effect at any time by submitting a written request for an extension to the Agent (but on an "Extension Request") not more than two occasions), the Company, with the approval of Majority Lenders, may extend the Revolving Credit Termination Date with respect to consenting Lenders by one year (a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, shall provide written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) 59 and not less than 30 days and not more than 120 days prior to any anniversary of the Closing then effective Termination Date. Each Lender shall, by notice The request must specify the new Termination Date and the date (which must be at least 30 days after the Extension Request is delivered to the Company and the Administrative Agent given but not later than the 20th then-existing Termination Date) as of which the new Termination Date shall be effective (the "Extension Date"). The new Termination Date shall be 360 days after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Bank to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Extension Date. Any consent delivered by a Lender to the Agent may be revoked up to and including the fourth day prior to the Extension Date, but shall be irrevocable thereafter. If the consent of each of the Required Lenders is received by the Agent and remains in effect on the Extension Date, the new Termination Date shall become effective on the Extension Date, but only with respect to each Lender which has consented to the Extension Request and the Agent shall promptly notify the Borrower and each Lender of the new Termination Date. Failure of a Lender to respond to an Extension Request after such Lender's receipt of the Extension Request from the Agent shall be deemed a denial of such request. If any Lender does not consent to an Extension Request which is approved by the Required Lenders, then on the Termination Date in effect on the date of the Administrative Agent’s receipt Extension Request but without giving effect to approval of the Company’s extension requestExtension Request, advise (a) the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders shall have agreed to an extension request, then the Revolving Credit Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Termination Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as pay to such Lender prior to giving effect to any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts then payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to Bank under this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing Agreement and (b) the Administrative Agent such Lender's Commitment shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such dateterminate."

Termination Date Extension. Effective The Aggregate Commitment with respect -------------------------- to Tranche C Obligations shall expire on any the Termination Date. Within the period beginning 120 days and ending 90 days before each anniversary of the Closing Date (but on not more than two occasions)Date, the Company, with Company may request in writing that the approval of Majority Lenders, may extend the Revolving Credit Termination Date be extended for an additional year. Within the period beginning 45 days and ending 30 days prior to such anniversary, each Lender may, in its sole discretion, agree to such extension by giving written notice of such agreement to the Company and the Agent (and the failure to provide such notice shall be determined to be a decision not to extend). The Aggregate Commitment with respect to consenting Lenders by one year (a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, Tranche D Obligations shall provide written notice to expire on the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 120 days prior to any first anniversary of the Closing Date. Each Within the period beginning 270 days and ending 30 days prior to such first anniversary of the Closing Date, the Company may request in writing that the expiry date for the Aggregate Commitment with respect to Tranche D Obligations be extended to remain in effect for up to one year from the extension date; and thereafter within the period beginning 270 days and ending 30 days prior to the then effective expiry date for the Aggregate Commitment with respect to Tranche D Obligations, the Company may request in writing that the expiry date for the Aggregate Commitment with respect to Tranche D Obligations be extended to remain in effect for up to one year from such then effective extension date. Within 30 days after such request, each Lender shallmay, in its sole discretion, agree to such extension by giving written notice of such extension to the Company and the Administrative Agent given (and the failure to provide such notice shall be deemed a decision not later than to extend). The Commitment of each Lender that declines to extend with respect to the 20th day after Tranche C Obligations or the date of Tranche D Obligations may, at the Administrative Agent’s receipt option of the Company’s extension request, advise the Company whether or not it agrees be replaced in accordance with Section 12.3 (but only to the requested extension (each extent a replacement ------------ Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to is then available) or the Aggregate Commitment reduced. The Required Lenders must agree to a requested any extension being called a “Declining Lender”). Any Lender that has not so advised with respect to the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders shall have agreed to an extension request, then the Revolving Credit Termination Date shall, as to or the Consenting Lenders, be extended to the first anniversary expiry of the Revolving Credit Termination Date theretofore in effect. The decision Aggregate Commitment with respect to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as to such Lender prior to giving effect to Tranche D Obligations for any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing and (b) the Administrative Agent shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such dateeffective.

Termination Date Extension. Effective on any anniversary of the Closing Date (but on not more than two occasions), the Company, with the approval of Majority Lenders, may extend the Revolving Credit Termination Date with respect to consenting Lenders by one year (a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The Company, to effect such Termination Date Extension, shall provide written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 120 days prior to any anniversary of the Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Majority Lenders shall have agreed to an extension request, then the Revolving Credit Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Termination Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment and Alternate Currency Commitment of any Declining Lender shall terminate on the Revolving Credit Termination Date in effect as to such Lender prior to giving effect to any such extension (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing and (b) the Administrative Agent shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such date.

Termination Date Extension. Effective (a) Each Person listed on any anniversary of Schedule I hereto (collectively, the Closing Date (but on not more than two occasions“Extending Lenders”), the CompanySwingline Lender and each Issuing Bank agrees that, with on and as of the approval of Majority LendersAmendment Effective Date (as defined below), may extend the Revolving Credit Termination Date with respect to consenting Lenders by one year such Extending Lender, the Swingline Lender and such Issuing Bank shall be May 28, 2022 (or, if such date is not a “Termination Date Extension”). No Lender will be obligated to provide or commit for any such Termination Date Extension. The CompanyEurodollar Business Day, to effect such Termination Date Extension, shall provide written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 120 days prior to any anniversary of the Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”next preceding Eurodollar Business Day). Any Person that shall have been a Lender that has as of the Amendment Effective Date but shall not so advised be an Extending Lender shall constitute a Declining Lender for all purposes of Section 2.18 of the Company Credit Agreement, and the Administrative Agent by provisions of the sixth, seventh and eighth sentences of such day Section 2.18 shall apply as if the extension of the Termination Date effected hereby had been effected [[3871953]] 2 pursuant to such Section. It is agreed that the extension of the Termination Date effected hereby shall not reduce the number of occasions on which the Borrower may further extend the Termination Date in accordance with the terms and conditions of Section 2.18 of the Credit Agreement. (b) Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment as of the Amendment Effective Date shall be as set forth on Schedule I hereto and that, on and as of Amendment Effective Date, Schedule I hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on such Schedule shall have, or shall be deemed to have, as of the Amendment Effective Date, a Commitment under the Credit Agreement). (c) Each party hereto acknowledges and agrees that, on the Amendment Effective Date, the Percentages of the Lenders shall automatically be redetermined to give effect to Schedule I hereto. Without limiting the foregoing, each Lender further acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of any Person, each Issuing Bank shall be deemed to have declined to agree granted to such extension Lender, and shall be a Declining Lender. If Lenders constituting the Majority Lenders such Lender shall have agreed to an extension requestacquired from such Issuing Bank, then a participation in each Letter of Credit (and the Revolving related Letter of Credit Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Termination Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Termination Date extension shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate Liabilities) issued by such Issuing Bank and outstanding on the Revolving Credit Termination Amendment Effective Date in effect as equal to such Lender prior to giving effect to any such extension Lender’s Percentage (such Revolving Credit Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable as so automatically redetermined on the Existing Termination Amendment Effective Date, and on the Existing Termination Date the Company shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the aggregate outstanding Loans and LC Exposure shall not exceed the total Revolving Commitments) thereof. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 2.10, at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request for the extension of the Revolving Credit Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Termination Date pursuant to this Section 2.13 shall become effective unless (a) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the Revolving Credit Termination Date, (i) the representations and warranties contained in Article VI shall be true in all material respects as though made on and as of the date of such anniversary (except, in the case of any exhibit referred to in Article VI, to the extent such exhibit expressly relates to a prior date) and (ii) no Default shall have occurred and be continuing and (b) the Administrative Agent shall have received an Officer’s Certificate to the effects set forth in clause (a) of this sentence, dated such dateSECTION 3.