American Home Shield 2010 Annual Report Download - page 169

Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is
accompanied by an at least pro rata termination or permanent repayment (and corresponding permanent reduction), as
applicable, of all earlier maturing Revolving Commitments (including Extended Revolving Commitments) and Revolving
Loans (including Extended Revolving Loans) related to such earlier maturing Revolving Commitments (including Extended
Revolving Commitments) (or all earlier maturing Revolving Commitments (including Extended Revolving Commitments)
and Revolving Loans (including Extended Revolving Loans) related to such Revolving Commitments (including Extended
Revolving Commitments) shall otherwise be or have been terminated and repaid in full). No Lender shall have any
obligation to agree to have any of its Existing Revolving Loans or Existing Revolving Commitments of any Existing Tranche
converted into Extended Revolving Loans or Extended Revolving Commitments pursuant to any Extension Request. Any
Extended Revolving Commitments shall constitute a separate Tranche of Revolving Commitments from the Specified
Existing Revolving Commitments and from any other Existing Revolving Commitments (together with any other Extended
Revolving Commitments so established on such date).
(b) The Parent Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior
to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any
Lender (an "Extending Lender") wishing to have all or a portion of its Specified Existing Revolving Commitments converted
into Extended Revolving Commitments shall notify the Administrative Agent (an "Extension Election") on or prior to the
date specified in such Extension Request of the amount of its Specified Existing Revolving Commitments that it has elected
to convert into Extended Revolving Commitments. In the event that the aggregate amount of Specified Existing Revolving
Commitments subject to Extension Elections exceeds the amount of Extended Revolving Commitments requested pursuant to
the Extension Request, the Specified Existing Revolving Commitments subject to Extension Elections shall be converted to
Extended Revolving Commitments on a pro rata basis based on the amount of Specified Existing Revolving Commitments
included in each such Extension Election. Notwithstanding the conversion of any Existing Revolving Commitment into an
Extended Revolving Commitment, such Extended Revolving Commitment shall be treated identically to all Revolving
Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under subsection 2.6 and Swing Line
Loans under subsection 2.7, except that the applicable Extension Amendment may provide that the maturity date for Swing
Line Loans and/or Letters of Credit may be extended and the related obligations to make Swing Line Loans and issue Letters
of Credit may be continued so long as the Swing Line Lender and/or the applicable Issuing Bank, as applicable, have
consented to such extensions in their sole discretion (it being understood that no consent of any other Lender shall be
required in connection with any such extension).
(c) Extended Revolving Commitments shall be established pursuant to an amendment (an "Extension
Amendment") to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees
referenced in subsection 2.5(a) clauses (x) to (z) and which, except to the extent expressly contemplated by
8
the penultimate sentence of this subsection 2.5(c), shall not require the consent of any Lender other than the Extending
Lenders with respect to the Extended Revolving Commitments established thereby) executed by the Loan Parties, the
Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any tranche of Extended
Revolving Commitments in an aggregate principal amount that is less than $25.0 million. Notwithstanding anything to the
contrary in this subsection 2.5 and without limiting the generality or applicability of subsection 10.1 to any Subsection 2.5
Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other
than those referred to or contemplated above (any such additional amendment, a "Subsection 2.5 Additional Amendment") to
this Agreement and the other Loan Documents; provided that such Subsection 2.5 Additional Amendments do not become
effective prior to the time that such Subsection 2.5 Additional Amendments have been consented to (including, without
limitation, pursuant to consents applicable to holders of any Extended Revolving Commitments provided for in any
Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such
Subsection 2.5 Additional Amendments to become effective in accordance with subsection 10.1. It is understood and agreed
that each Lender that has consented to Amendment No. 1 hereby has consented for all purposes requiring its consent, and
shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents
authorized by this subsection 2.5 and the arrangements described above in connection therewith except that the foregoing
shall not constitute a consent on behalf of any Lender to the terms of any Subsection 2.5 Additional Amendment. In
connection with any Extension Amendment, the Parent Borrower shall deliver an opinion of counsel reasonably acceptable to
the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and
such of the other Loan Documents (if any) as may be amended thereby and (ii) to the effect that such Extension Amendment,
including without limitation, the Extended Revolving Commitments provided for therein, does not conflict with or violate the
terms and provisions of subsection 10.1 of this Agreement.
(d) Notwithstanding anything to the contrary contained in this Agreement, (A) on any date on which any
Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an
"Extension Date"), in the case of the Specified Existing Revolving Commitments of each Extending Lender, the aggregate
principal amount of such Specified Existing Revolving Commitments shall be deemed reduced by an amount equal to the
aggregate principal amount of Extended Revolving Commitments so converted by such Lender on such date, and such
Extended Revolving Commitments shall be established as a separate Tranche of Revolving Commitments from the Specified
Existing Revolving Commitments and from any other Existing Revolving Commitments (together with any other Extended
Revolving Commitments so established on such date) and (B) if, on any Extension Date, any Revolving Loans of any
Extending Lender are outstanding under the applicable Specified Revolving Commitments, such Loans (and any related