Common use of Facility Termination Date Clause in Contracts

Facility Termination Date. (a) Any outstanding Revolving Loans, L/C Obligations and all other unpaid Obligations shall be paid in full by the applicable Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive. (b) WBA may extend the Facility Termination Date (as it may theretofore have been extended) for additional 1- or 2-year periods (a “Facility Termination Date Extension”) by providing written notice of such request to the Administrative Agent not more than 60 days and not less than 30 days prior to each anniversary of the Effective Date (any such applicable anniversary of the Effective Date, the “Extension Date”). The Administrative Agent shall promptly notify each Lender and L/C Issuer of such request and each Lender and L/C Issuer shall then, in its sole discretion, notify WBA and the Administrative Agent in writing no later than 15 days prior to the Extension Date whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, an “Consenting Lender”). The failure of any Lender or L/C Issuer to notify WBA and the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender or L/C Issuer, as applicable. Such extension shall be effective as to Consenting Lenders and each L/C Issuer consenting to such extension if the Required Lenders approve such Facility Termination Date Extension; provided that (A) the Facility Termination Date following any such extension shall not be a date that is more than five years after the applicable Extension Date and (B) at the existing Facility Termination Date in effect prior to each Facility Termination Date Extension, (1) the commitments of Lenders and L/C Issuers that did not consent to such Facility Termination Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Revolving Loans and L/C Obligations of such Lenders and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the Declining Lenders and each L/C Issuer not consenting to such extension will remain in effect until the Facility Termination Date originally applicable to such Lenders), (2) the applicable Borrower shall make such additional prepayments as shall be necessary in order that the Revolving Loans and L/C Obligations hereunder immediately after such existing Facility Termination Date will not exceed, respectively, the Aggregate Commitments and Letter of Credit Sublimit and (3) solely to the extent necessary to ensure that any Outstanding Credit Exposure with respect to L/C Obligations is allocated ratably among the Consenting Lenders, Extending Lenders (if any) and New Lenders (if any) in accordance with their updated Pro Rata Share, the Administrative Agent may, in its sole discretion, reallocate each Consenting Lender’s Outstanding Credit Exposure with respect to L/C Obligations. The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting the Required Lenders have approved such Facility Termination Date Extension. WBA shall have the right, at any time prior to the existing Facility Termination Date applicable to any Declining Lenders, to replace Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.18 (each such Lender , a “New Lender”), in each case on the existing Facility Termination Date. In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Facility Termination Date applicable to each Lender and L/C Issuer and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Facility Termination Date applicable thereto. If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.02(b), (x) Advances made and Letters of Credit issued on or after the existing Facility Termination Date shall be made in accordance with Section 2.01 based on the respective Commitments and Letter of Credit Commitments in effect on and after the existing Facility Termination Date, (y) if, on the date of such joinder or increase, there are any Advances outstanding, such Advances shall on or prior to such date be prepaid from the proceeds of new Advances made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 3.04 and (z) if, on the date of such joinder or increase, there are any L/C Obligations outstanding, each Lender’s participation in any such outstanding L/C Obligations shall be reallocated according to each Lender’s Pro Rata Share (giving effect to such additional Lender or increase). Each such Facility Termination Date Extension will not be effective as to any Lender or L/C Issuer unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of WBA set forth in Article 5 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date (except the representations set forth in Section 5.06 and Section 5.11 which shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension).

Facility Termination Date. (a) Any outstanding Revolving Loans, L/C Obligations and all other unpaid Obligations shall be paid in full by the applicable Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive. (b) WBA Parent may extend the Facility Termination Date (as it may theretofore have been extended) for additional 1- or 2-year periods (a “Facility Termination Date Extension”) by providing written notice of such request to the Administrative Agent not more than 60 days and not less than 30 days prior to each anniversary of the Effective Date (any such applicable anniversary of the Effective Date, the “Extension Date”). The Administrative Agent shall promptly notify each Lender and L/C Issuer of such request and each Lender and L/C Issuer shall then, in its sole discretion, notify WBA Parent and the Administrative Agent in writing no later than 15 days prior to the Extension Date whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, an “Consenting Lender”). The failure of any Lender or L/C Issuer to notify WBA Parent and the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender or L/C Issuer, as applicable. Such extension shall be effective as to Consenting Lenders and each L/C Issuer consenting to such extension if the Required Lenders approve such Facility Termination Date Extension; provided that (A) the Facility Termination Date following any such extension shall not be a date that is more than five years after the applicable Extension Date and (B) at the existing Facility Termination Date in effect prior to each Facility Termination Date Extension, (1) the commitments of Lenders and L/C Issuers that did not consent to such Facility Termination Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Revolving Loans and L/C Obligations of such Lenders and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the Declining Lenders and each L/C Issuer not consenting to such extension will remain in effect until the Facility Termination Date originally applicable to such Lenders), (2) the applicable Borrower shall make such additional prepayments as shall be necessary in order that the Revolving Loans and L/C Obligations hereunder immediately after such existing Facility Termination Date will not exceed, respectively, the Aggregate Commitments and Letter of Credit Sublimit and (3) solely to the extent necessary to ensure that any Outstanding Credit Exposure with respect to L/C Obligations is allocated ratably among the Consenting Lenders, Extending Lenders (if any) and New Lenders (if any) in accordance with their updated Pro Rata Share, the Administrative Agent may, in its sole discretion, reallocate each Consenting Lender’s Outstanding Credit Exposure with respect to L/C Obligations. The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting the Required Lenders have approved such Facility Termination Date Extension. WBA Parent shall have the right, at any time prior to the existing Facility Termination Date applicable to any Declining Lenders, to replace Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.18 2.19 (each such Lender Lender, a “New Lender”), in each case on the existing Facility Termination Date. In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Facility Termination Date applicable to each Lender and L/C Issuer and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Facility Termination Date applicable thereto. If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.02(b), (x) Advances made and Letters of Credit issued on or after the existing Facility Termination Date shall be made in accordance with Section 2.01 based on the respective Commitments and Letter of Credit Commitments in effect on and after the existing Facility Termination Date, (y) if, on the date of such joinder or increase, there are any Advances outstanding, such Advances shall on or prior to such date be prepaid from the proceeds of new Advances made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 3.04 and (z) if, on the date of such joinder or increase, there are any L/C Obligations outstanding, each Lender’s participation in any such outstanding L/C Obligations shall be reallocated according to each Lender’s Pro Rata Share (giving effect to such additional Lender or increase). Each such Facility Termination Date Extension will not be effective as to any Lender or L/C Issuer unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of WBA Parent set forth in Article 5 V (excluding those contained in Sections 5.05 and 5.07) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date (except the representations set forth in Section 5.06 and Section 5.11 which shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension)date.

Facility Termination Date. (a) Any outstanding Revolving Loans, L/C Obligations Loans and all other unpaid Obligations shall be paid in full by the applicable Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive. (b) WBA The Borrower may extend the Facility Termination Date (as it may theretofore have been extended) for additional 1- or 218-year month periods (a “Facility Termination Date Extension”) by providing written notice of such request to the Administrative Agent not more than 60 days and not less than 30 days prior to the Facility Termination Date or each 18-month anniversary of the Effective Date thereof, as applicable (any such applicable anniversary of the Effective Datedate, the “Extension Date”). The Administrative Agent shall promptly notify each Lender and L/C Issuer of such request and each Lender and L/C Issuer shall then, in its sole discretion, notify WBA the Borrower and the Administrative Agent in writing no later than 15 days prior to the Extension Date whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, an “Consenting Lender”). The failure of any Lender or L/C Issuer to notify WBA the Borrower and the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender or L/C Issuer, as applicableLender. Such extension shall be effective as to Consenting Lenders and each L/C Issuer consenting to such extension if the Required Lenders approve such Facility Termination Date Extension; provided that (A) the Facility Termination Date following any such extension shall not be a date that is more than five years 18 months after the applicable Extension Date and (B) at the existing Facility Termination Date in effect prior to each Facility Termination Date Extension, , (1) the commitments of Lenders and L/C Issuers that did not consent to such Facility Termination Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Revolving Loans and L/C Obligations of such Lenders and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the Declining Lenders and each L/C Issuer not consenting to such extension will remain in effect until the Facility Termination Date originally applicable to such Lenders), and (2) the applicable Borrower shall make such additional prepayments as shall be necessary in order that the Revolving Loans and L/C Obligations hereunder immediately after such existing Facility Termination Date will not exceed, respectively, exceed the Aggregate Commitments and Letter of Credit Sublimit and (3) solely to the extent necessary to ensure that any Outstanding Credit Exposure with respect to L/C Obligations is allocated ratably among the Consenting Lenders, Extending Lenders (if any) and New Lenders (if any) in accordance with their updated Pro Rata Share, the Administrative Agent may, in its sole discretion, reallocate each Consenting Lender’s Outstanding Credit Exposure with respect to L/C ObligationsCommitments. The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting the Required Lenders have approved such Facility Termination Date Extension. WBA The Borrower shall have the right, at any time prior to the existing Facility Termination Date applicable to any Declining Lenders, to replace Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.18 2.19 (each such Lender , a “New Lender”), in each case on the existing Facility Termination Date. In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Facility Termination Date applicable to each Lender and L/C Issuer and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Facility Termination Date applicable thereto. If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.02(b), (x) Advances made and Letters of Credit issued on or after the existing Facility Termination Date shall be made in accordance with Section 2.01 based on the respective Commitments and Letter of Credit Commitments in effect on and after the existing Facility Termination Date, Date and (y) if, on the date of such joinder or increase, there are any Advances outstanding, such Advances shall on or prior to such date be prepaid from the proceeds of new Advances made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 3.04 and (z) if, on the date of such joinder or increase, there are any L/C Obligations outstanding, each Lender’s participation in any such outstanding L/C Obligations shall be reallocated according to each Lender’s Pro Rata Share (giving effect to such additional Lender or increase)3.04. Each such Facility Termination Date Extension will not be effective as to any Lender or L/C Issuer unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of WBA the Borrower set forth in Article 5 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date (except the representations set forth in Section 5.06 and Section 5.11 which shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension)date.

Facility Termination Date. (a) Any outstanding Revolving Loans, L/C Obligations Loans and all other unpaid Obligations shall be paid in full by the applicable Borrower on the Facility Termination Date. Notwithstanding the termination of this Agreement on the Facility Termination Date, until all of the Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrowers Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive. (b) WBA The Borrower may extend the Facility Termination Date (as it may theretofore have been extended) for additional 1- or 21-year periods (a “Facility Termination Date Extension”) by providing written notice of such request to the Administrative Agent not more than 60 days and not less than 30 days prior to each anniversary of the Effective Date (any such applicable anniversary of the Effective Date, the “Extension Date”). The Administrative Agent shall promptly notify each Lender and L/C Issuer of such request and each Lender and L/C Issuer shall then, in its sole discretion, notify WBA the Borrower and the Administrative Agent in writing no later than 15 days prior to the Extension Date whether such Lender or L/C Issuer will consent to the extension (each such Lender consenting to the extension, an “Consenting Lender”). The failure of any Lender or L/C Issuer to notify WBA the Borrower and the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender or L/C Issuer, as applicableLender. Such extension shall be effective as to Consenting Lenders and each L/C Issuer consenting to such extension if the Required Lenders approve such Facility Termination Date Extension; provided that (A) the Facility Termination Date following any such extension shall not be a date that is more than five years one year after the applicable Extension Date and (B) at the existing Facility Termination Date in effect prior to each Facility Termination Date Extension, (1) the commitments of Lenders and L/C Issuers that did not consent to such Facility Termination Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the Revolving Loans and L/C Obligations of such Lenders and L/C Issuers will be repaid or Cash Collateralized, as applicable (it being understood that the commitments of the Declining Lenders and each L/C Issuer not consenting to such extension will remain in effect until the Facility Termination Date originally applicable to such Lenders), and (2) the applicable Borrower shall make such additional prepayments as shall be necessary in order that the Revolving Loans and L/C Obligations hereunder immediately after such existing Facility Termination Date will not exceed, respectively, exceed the Aggregate Commitments and Letter of Credit Sublimit and (3) solely to the extent necessary to ensure that any Outstanding Credit Exposure with respect to L/C Obligations is allocated ratably among the Consenting Lenders, Extending Lenders (if any) and New Lenders (if any) in accordance with their updated Pro Rata Share, the Administrative Agent may, in its sole discretion, reallocate each Consenting Lender’s Outstanding Credit Exposure with respect to L/C ObligationsCommitments. The consent of Declining Lenders will not be required; provided that Consenting Lenders constituting the Required Lenders have approved such Facility Termination Date Extension. WBA The Borrower shall have the right, at any time prior to the existing Facility Termination Date applicable to any Declining Lenders, to replace Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.18 2.19 (each such Lender , a “New Lender”), in each case on the existing Facility Termination Date. In connection therewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Facility Termination Date applicable to each Lender and L/C Issuer and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Facility Termination Date applicable thereto. If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.02(b), (x) Advances made and Letters of Credit issued on or after the existing Facility Termination Date shall be made in accordance with Section 2.01 based on the respective Commitments and Letter of Credit Commitments in effect on and after the existing Facility Termination Date, Date and (y) if, on the date of such joinder or increase, there are any Advances outstanding, such Advances shall on or prior to such date be prepaid from the proceeds of new Advances made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Advances being prepaid and any costs incurred by any Lender in accordance with Section 3.04 and (z) if, on the date of such joinder or increase, there are any L/C Obligations outstanding, each Lender’s participation in any such outstanding L/C Obligations shall be reallocated according to each Lender’s Pro Rata Share (giving effect to such additional Lender or increase)3.04. Each such Facility Termination Date Extension will not be effective as to any Lender or L/C Issuer unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of such extension and (b) all representations and warranties of WBA the Borrower set forth in Article 5 shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date (except the representations set forth in Section 5.06 and Section 5.11 which shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and as of the date of such extension)date.