Common use of Extension of Termination Date Clause in Contracts

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by two years for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Date shall be extended for two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”)Termination Date. The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request extension request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall be true and correct in all material respects (except in on and as of the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yii): (i) (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yii) the Borrower shall have paid to the Fees Agent for the account of each Lender a fee equal to 0.20% of the amount of such Lender’s outstanding Loans as of the date of the Extension Request. Such fee shall be due and payable under Section 3.5.(b)in full on the date the Agent receives the Extension Request. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y). 1.4 The Loan Agreement is amended by deleting Sections 7.12(a), (b) and (c) in their entireties and replacing them with the following: (a) As soon as available, and in any event within 30 days of the date on which either of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Agent each of the following in form and substance satisfactory to the Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in effect, the Guaranty executed by such Subsidiary), and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiv) of Section 5.1.(a) if such Subsidiary had been required to become a Guarantor on the Agreement Date:

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yc): (xa) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and exist, (Bb) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall would be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on immediately after giving effect to the effective date requested extension of such increase the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yc) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6. (d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Aa) and (x)(Bb).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (ye): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the REIT Guarantor, the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (b) at least one time during period from September 4, 2016 through September 4, 2017, the balance of all outstanding Revolving Loans shall have equaled $0 for a period of no less than 15 consecutive days, (c) the REIT Guarantor and the Borrower have been and shall be, as applicable, in compliance with the covenants contained in clauses (a) and (yc) of Section 9.1., (d) if Xxxxx Fargo is the sole Lender hereunder, the amount of the Commitment of Xxxxx Fargo shall be less than or equal to $25,000,000 and (e) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial an Authorized Officer certifying the matters referred to in the immediately preceding clauses (x)(Aa), (b) and (x)(Bc).

Extension of Termination Date. The Borrower Company shall have the right, exercisable two (2) times, right to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by for either (i) an additional six-month period, which extension right under this clause (i) shall be exercisable two years for each times during the term of this Agreement, or (ii) an additional one-year period, which extension right under this clause (ii) shall be exercisable once during the term of this Agreement; provided that, in either case, if such extensionsix-month or one-year period, as applicable, shall end on a date that is not a Business Day, it shall end on the immediately preceding Business Day. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 120 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years six months or one year, as applicable, effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior on and as of the date of receipt by the Administrative Agent of written notice of the Borrower’s request to such extension extend the Termination Date and immediately after giving effect theretoas of the then existing Termination Date, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the each Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) with the same force and effect as if made on the effective date and as of such increase date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(b3.5.(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Company shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may To exercise such right only by executing the Borrower shall execute and delivering deliver a written request (the “Extension Request”) to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”)Termination Date. The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower or any and each other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase extension except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, hereunder and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The This Agreement will terminate on July 6, 2011 (the “Initial Termination Date”). Borrower shall have the right, exercisable may make two (2) timeselections to extend the Initial Termination Date, to request that for each such election, by one (1) additional year, on the Administrative first and second anniversary of the Closing Date by giving Agent and the Lenders agree to extend the Term Loan Maturity Date by two years for each Banks written notice of such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent election at least 90 30 days (but not more than 180 days 60 days) prior to the current Term Loan Maturity Date a written request relevant anniversary of the Closing Date; provided, however, that the following conditions must be satisfied for such extension to be effected: (an “Extension Request”). The Administrative a) Borrower must obtain the written consent of (i) Agent shall notify and the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject Majority Banks to satisfaction of the following conditionssuch extension, the Term Loan Maturity Date which consent shall be given in their sole discretion, and (ii) each Bank that will participate in this Agreement as extended for two years effective upon receipt by (provided, that all such Banks constitute the Administrative Agent of the Extension Request and payment of the applicable fee referred to Majority Banks), which consent shall be given in the following clause such Bank’s sole discretion; (y): (xb) immediately prior to such extension and immediately after giving effect thereto, (A) there shall be no Default or Event of Default shall exist that has occurred and is continuing as of the date of such election and as of the effective date of such extension, both before and after giving effect to such extension; (Bc) the representations and warranties made or deemed made by the Borrower or any other Loan Party set forth in any Loan Document to which such Loan Party is a party Article IV shall be true and correct in all material respects (except in as of the case date of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true election and correct in all respects) on as of the effective date of such increase except to the extent that extension as though such representations and warranties expressly relate solely had been made as of the date of such election and as of the effective date of such extension (it being understood, that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date (in which case such representations and warranties shall have been be true and correct in all material respects only as of such specified date); (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty d) there shall have been true no material adverse change in the business, financial condition, operations or properties of Borrower or any of its Subsidiaries from the most recent financial statements of Borrower delivered to Agent; and (e) concurrently with the notice requesting such extension and correct in all respects) on and as the effective date of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from of a Financial Responsible Officer certifying thereof certifying, as of the date of such election or as of the effective date of such extension, as applicable, as to the accuracy of the matters referred to set forth above in the immediately preceding clauses (x)(Ab), (c) and (x)(Bd). If any Bank does not consent to Borrower’s request for such an extension (each, a “non-consenting Bank”), Borrower will have the right to replace any such non-consenting Bank with a new Bank acceptable to Borrower and Agent, pursuant to Section 2.9. The Commitment of any non-consenting Bank that is not replaced by Borrower pursuant to Section 2.9 (including such non-consenting Bank’s participation interest in any L/Cs and L/C Obligations) shall terminate on the then-scheduled Termination Date applicable to such non-consenting Bank, and the Borrower shall repay the principal amount of all Loans, accrued interest thereon and all other amounts payable to such non-consenting Bank hereunder on such Termination Date. For purposes of clarity, at any date of determination, this Agreement will have a term of no more than five (5) years, whether such determination is made before or after giving effect to any extension election made by Borrower.

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended LEGAL02/34146022v6 for two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause one year: (y): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(a). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief financial officer or treasurer certifying the matters referred to referenced in the immediately preceding clauses (x)(Aa) and (x)(Bb). (d) The Term Loan Agreement is amended by restating Section 3.6. in its entirety as follows:

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by two years for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at At least 90 days but not more than 180 120 days prior to the current Termination Date in respect of the Revolving Credit Facility or the Term Loan Maturity Date Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a written request for such single consecutive twelve-month extension (an “Extension Request”)of the applicable Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Termination Date in respect of the following conditions, Revolving Credit Facility and/or the Term Loan Maturity Facility, as applicable, in effect at such time shall, effective as at such Termination Date shall (the “Extension Date”), be extended for two years effective upon receipt by an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a Responsible Officer of the Borrower, dated the Extension Request and payment of the applicable fee referred to in the following clause Date, stating that: (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (Bi) the representations and warranties made or deemed made by the Borrower of any Loan Party contained in Article IV or any other Loan Party Document, or which are contained in any Loan Document to which such Loan Party is a party document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a any representation or warranty that is qualified by materiality, in which case such representation or warranty materiality shall have been be true and correct in all respects) on and as of such Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents(c), respectively, and (yii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Borrower shall have paid Loan Parties are in compliance with the Fees payable under covenants contained in Section 3.5.(b). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from a Financial Officer certifying provisions of Sections 2.05, 2.06 and 6.01), the matters referred aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the immediately preceding clauses (x)(A) and (x)(B)Revolving Notes, if any, the Term Notes, if any, or any of the other Loan Documents to the “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by two years one year for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Date by two years for each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at At least 90 days but not more than 180 120 days prior to the current Termination Date in respect of the Revolving Credit Facility or the Term Loan Maturity Date Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a written request for such single consecutive twelve-month extension (an “Extension Request”)of the applicable Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Termination Date in respect of the following conditions, Revolving Credit Facility and/or the Term Loan Maturity Facility, as applicable, in effect at such time shall, effective as at such Termination Date shall (the “Extension Date”), be extended for two years effective upon receipt by an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a Responsible Officer of the Borrower, dated the Extension Request and payment of the applicable fee referred to in the following clause Date, stating that: (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (Bi) the representations and warranties made or deemed made by the Borrower of any Loan Party contained in Article IV or any other Loan Party Document, or which are contained in any Loan Document to which such Loan Party is a party document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a any representation or warranty that is qualified by materiality, in which case such representation or warranty materiality shall have been be true and correct in all respects) on and as of such Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents(c), respectively, and (yii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Borrower shall have paid Loan Parties are in compliance with the Fees payable under covenants contained in Section 3.5.(b). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from a Financial Officer certifying provisions of Sections 2.05, 2.06 and 6.01), the matters referred aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the immediately preceding clauses (x)(A) and (x)(B)Revolving Notes, if any, the Term Loan Notes, if any, or any of the other Loan Documents to the “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionto May 18, 2016 (the “Extended Termination Date”). The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 60 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an the “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years to the Extended Termination Date effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yx): (xw) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yx) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d), (y) at the time of receipt by the Administrative Agent of the Extension Request, the Borrower shall have received binding commitments reasonably satisfactory to the Administrative Agent pursuant to which financial institutions have agreed to provide financing in an aggregate principal amount sufficient to refinance at least (A) 50.0% of the outstanding principal amount of Non-Recourse Indebtedness of the Borrower’s Subsidiaries as of the Agreement Date scheduled to mature during the 2015 calendar year minus (B) the amount of such Secured Debt that has been defeased, satisfied or refinanced prior to the Borrower’s delivery of the Extension Request to the Administrative Agent and (z) no later than 10 Business Days prior to the current Termination Date, the Borrower shall have delivered to the Administrative Agent copies of the binding commitments descried in clause (y) above. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer, chief financial officer or vice president-treasurer of the Parent certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”)extension. The Administrative Agent shall notify the Lenders if it receives an Extension Request such a request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Parent, the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause one year: (y): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(a). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief financial officer or treasurer certifying the matters referred to referenced in the immediately preceding clauses (x)(Aa) and (x)(Bb).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionsix-months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 15 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity The Termination Date shall be extended for two years six-months effective upon receipt by the Administrative Agent of the Extension Request and payment the satisfaction of the applicable fee referred to in the following clause (y): conditions: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (y) on or before the then current Termination Date, the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Revolving Termination Date by two years for each such extensiona five month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 days prior to the current Term Loan Maturity Date Revolving Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Revolving Termination Date shall be extended for two years five months effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (y): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase extension except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (y) the Borrower shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity current Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yc): (xa) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and exist, (Bb) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall would be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on immediately after giving effect to the effective date requested extension of such increase the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yc) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Aa) and (x)(Bb).

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yc): (xa) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and exist, (Bb) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall would be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on immediately after giving effect to the effective date requested extension of such increase the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yc) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Aa) and (x)(Bb). (e) The Credit Agreement is further amended by restating the first sentence of Section 2.14. in its entirety to read as follows: The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. (f) The Credit Agreement is further amended by restating Section 3.6.(d) thereof in its entirety to read as follows:

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for six-months in the case of each such extension. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years six-months effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yc): (xa) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and exist, (Bb) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall would be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on immediately after giving effect to the effective date requested extension of such increase the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, and (yc) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6. (d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Responsible Officer of the Borrower certifying the matters referred to in the immediately preceding clauses (x)(Aa) and (x)(Bb). (g) The Credit Agreement is further amended by replacing the reference to “$1,000,000,000” in Section 2.14. thereof with “$1,600,000,000”. (h) The Credit Agreement is further amended by restating Section 3.6.(d) thereof in its entirety to read as follows:

Extension of Termination Date. The Borrower Borrowers shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower Borrowers may exercise such right only by the Borrower Representative executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yb): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and no Default under any of subsections (Ba), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by each Borrower in the Borrower or any other Loan Party in any Loan Document Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B3.5.(d).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity current Termination Date by two years for six months in each such case. For each desired extension. The , the Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 30 days but not more than 180 90 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Extension Request, the Term Loan Maturity Termination Date shall be extended for two years six months effective upon receipt by the Administrative Agent of the such Extension Request and payment of the applicable fee referred to in the following clause (yii): (xi) immediately prior to such extension and immediately after giving effect thereto, (Ax) no Default or Event of Default shall exist and (By) the representations and warranties made or deemed made by the Borrower or any and each other Loan Credit Party in any Loan Document the Credit Documents to which such Loan Party any of them is a party party, shall be true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, Credit Documents and (yii) the Borrower shall have paid the Fees payable under Section 3.5.(b2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Ai)(x) and (x)(Bi)(y).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 45 days but not more than 180 90 days prior to the current Term Loan Maturity Termination Date a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause (yz): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (y) the Administrative Agent shall have received all Appraisals that it has decided to obtain pursuant to Section 4.3., if any, and (yz) the Borrower shall have paid the Fees payable under Section 3.5.(b3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief executive officer or the chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) timesone time, to request that the Administrative Agent and the Lenders agree to extend the Term Loan Maturity Termination Date by two years for each such extensionone year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Term Loan Maturity Date Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders if it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Term Loan Maturity Termination Date shall be extended for two years effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in the following clause for (y): (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist and (Bii) the representations and warranties made or deemed made by the Borrower or any and each other Loan Party in any the Loan Document Documents to which such Loan Party any of them is a party shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such increase extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents, Documents and (yb) the Borrower shall have paid the Fees payable under Section 3.5.(b3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Financial Officer the chief financial officer or treasurer certifying the matters referred to referenced in the immediately preceding clauses (x)(Aa) and (x)(Bb).