Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitments. (ai) At least 45 days but not more than 60 days prior to The Company may, so long as no Default then exists and the first and/or second anniversaries representations and warranties of the Closing DateBorrowers contained herein are true and correct at the time of notice, the Borrower, by written upon notice to the Administrative Agent, may request an extension Agent not less than 60 days but no more than 90 days prior to any anniversary of the Second Amendment Effective Date, propose to extend the Commitment Termination Date Dates for an additional one-year period measured from the Commitment Termination Dates then in effect at effect; provided that there shall be no more than two such time by one year from its then scheduled expirationextensions. The Administrative Agent shall promptly notify each Lender Party the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, and each Lender Party shall whether affirmatively or negatively (such determination in turnthe sole discretion of such Lender), in its sole discretion, not later than 30 days prior by notice to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as within 30 days. Subject to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the execution by the Borrowers, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the Borrower in writing form of its consent to any such request for extension of Exhibit E, the Commitment Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior applicable to the applicable anniversary date Commitment of each Lender so affirmatively notifying the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Company and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in subsection an aggregate amount equal to at least 51% of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. (aii) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, Any Lender which does not give such notice to the “Termination Date” shall, with respect to each Consenting Lender Company and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Company may, in accordance with Section 8.06, designate another bank or other financial institution (which may be, but need not be, an extending Lender) to replace a non-extending Lender. On the date of termination of any Lender’s Commitment as contemplated by this paragraph, the respective participations of the other Lenders in all outstanding Letters of Credit and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender Parties (includingwhose Commitment is terminated shall terminate; provided that the Borrowers shall, without limitation, each Eligible Assignee) if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the extension Commitments which are not terminated, prepay on such date all or a portion of the scheduled Termination Date outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in effect immediately prior thereto outstanding Letters of Credit and Swingline Loans shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneebe conditioned upon their having done so.

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first and/or second anniversaries of the Closing Date, the BorrowerThe Sponsor may, by written notice to the Administrative Agent, may request an extension Servicer (which shall promptly deliver a copy to each of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such requestParticipants), and each Lender Party shall in turn, in its sole discretion, given not later more than 30 sixty (60) days prior to the applicable any anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Effective Date at least 30 days prior to such anniversary datewhile the Facility Commitment is effect, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify request that the Borrower not later than 25 days prior to Participants extend the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the then scheduled Facility Commitment Termination Date (the “Extension Existing Date”) for an additional 364-day period. Each Participant shall, by notice to the Sponsor and the Servicer given within fifteen (15) Business Days after receipt of such request, advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will not agree to such extension). In the event that, be extended for one year. If less than on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Lender Parties consent in writing Participants shall have agreed to any such request in accordance with subsection extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as of the Existing Date, to the date which is 364 days thereafter. In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of this Section 2.16the Participants shall not have agreed to extend their respective Participating Commitments, the Termination Date in effect at such time shall, effective as at Sponsor and the applicable Extension Date and subject to subsection Servicer shall notify the consenting Participants (d“Consenting Participants”) of this Section 2.16, be extended as to those Lender Parties that so consented the aggregate Participating Commitment Amounts of the non-extending Participants (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting LenderParticipants”). To ) and such Consenting Participants shall, by notice to the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 Sponsor and the Commitment(sServicer given within ten (10) Business Days after receipt of such Lender Party are notice, advise the Servicer and Sponsor whether or not assumed in accordance with subsection (c) such Participant wishes to purchase all or a portion of this Section 2.16 on or prior to the applicable Extension Date, Participating Commitments of the Commitment(s) of such Non-Consenting Lender Participants (and any Participant which does not respond during such 10-Business Day period shall automatically terminate in whole on be deemed to have rejected such unextended Termination Date without any further notice offer). In the event that more than one Consenting Participant agrees to purchase all or other action by a portion of such Participating Commitments, the BorrowerSponsor and the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative Pro Rata Shares of the Consenting Participants of the Participating Commitments prior to such Lender Party or any other Person; provided that such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of the Non-Consenting Lender’s rights under Sections 3.3Participants, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party Sponsor shall have any obligation whatsoever the right, subject to agree the terms and conditions of Section 15.6, to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of financial institutions (any such financial institution being called a Lender pursuant to Section 11.11.1 (an “Eligible AssigneeNew Participant”) to assume, effective as purchase the Participating Commitment of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Participant. Each Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee Participant shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, assign its Participating Commitment and any interest accrued and unpaid its Participant’s Interest outstanding hereunder to the effective date Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of the assignment onall principal, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees interest and other amounts owing to such Non-Consenting Lender Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment; , shall no longer be a party hereto; provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such the Participating Commitment of any Non-Consenting LenderParticipant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of the Facility Commitment shall be decreased proportionately by the amount of such Participating Commitment), and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunderParticipant, as of the effective date of such assignment shall have been paid together with all interest accrued thereon and all other amounts owed to such Non-Consenting Lender; and (iii) with respect Participant hereunder, shall be due and payable to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive Participant on the Existing Date applicable to such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, Participant without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Facility Commitment Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible AssigneeDate.

Extension of Commitments. (a) At least 45 days but The Borrower may, upon not more less than 60 days (but no later than 45 days prior to the first and/or second anniversaries then existing Termination Date) notice prior to the then current Termination Date to the Administrative Agent (which shall notify each Lender of receipt of such request), propose to extend the Closing DateTermination Date for an additional one year measured from the Termination Date then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination to be in the Borrowerindividual and sole discretion of such Lender), by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later no earlier than 30 days prior to the then existing Termination Date (but in any event no later than 20 days prior to the then existing Termination Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' responses no later than 15 days prior to the then existing Termination Date. Subject to the execution by the Borrower, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E hereto, the Termination Date applicable anniversary date, notify to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be (each a Non-"Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (bLender") If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “"Extension Date”"), be extended for one year. If less than all the period specified above; provided that no Termination Date of any Lender shall be extended unless by the date 15 days prior to the Termination Date then in effect Lenders having at least 50% in aggregate amount of the Lender Parties consent Commitments in writing to effect at the time any such request extension is requested shall have elected so to extend their Commitments. Any Lender which does not give such notice to the Borrower and the Administrative Agent by the date 15 days prior to the Termination Date (each, a "Non-Consenting Lender") then in accordance with effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Termination Date determined without giving effect to such requested extension. (b) If any Lender party to this Agreement shall not elect to extend its Commitment pursuant to subsection (a) of this Section 2.162.15, the Termination Date Borrower may designate another lender or other lenders (which may be, but need not be, one or more of the existing Lenders, but which in effect at such time shalleach case shall be an Eligible Assignee), effective as which at the applicable Extension Date and subject time agree to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each become a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant party to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection Agreement (c) of this Section 2.16 on or prior to the applicable Extension Dateeach, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting an "Assuming Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date"). (c) If less than all of the Lender Parties Lenders consent to any such request pursuant to subsection (a) of this Section 2.162.15, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Termination Date then in effect of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amount as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Eligible Assignee Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesLoans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible AssigneeAssuming Lender, the applicable processing and recordation fee required under Section 11.11.1 10.06(b)(i) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights and obligations under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 8.03 and 11.4, and its obligations under Section 10.210.03, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Domestic Business Days prior to any Extension Date, (A) each such Eligible AssigneeAssuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent a Lender an Assignment and Assumption Agreement, duly executed by such Eligible AssigneeAssuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible AssigneeAssuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first first, second, third and/or second fourth anniversaries of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration; provided, however, that such request may not be exercised by the Borrower more than twice. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.