Common use of Extension of the Facility Termination Date Clause in Contracts

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request the extension of the Facility Termination Date set forth in clause (a) of the definition thereof by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof. In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser may accept or decline such a request in its sole discretion and on such terms as it may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof, and the Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Termination Date is extended with respect to one or more, but less than all Purchasers, then the Purchase Limit shall be reduced ratably with respect to the Purchasers in each Purchaser Group by an amount equal to the Commitment(s) of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted.

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists Master Repurchase and is continuingSecurities Contract (Xxxxx Fargo/CIM Real Estate) CHAR1\1716309v16 Subject to Seller’s compliance with the applicable conditions precedent thereto set forth below, the Seller may request the extension of shall have two (2) options to extend the Facility Termination Date set forth in clause (a) of the definition thereof by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof. In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser may accept or decline such a request in its sole discretion and on such terms as it may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to occurs under clause (a) of the definition thereof, the first for an additional one year term ending on the one-year anniversary date of the Initial Facility Termination Date (the “First Extended Facility Termination Date”), and the second for an additional one year term ending on the one-year anniversary date of the First Extended Facility Termination Date (the “Second Extended Facility Termination Date” and, together with the First Extended Facility Termination Date, each an “Extended Facility Termination Date”). The Seller, ’s extension of each of the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents Initial Facility Termination Date and the Purchasers First Extended Facility Termination Date shall enter into such documents be subject to Seller’s satisfaction of the following, each as determined by Buyer in its discretion: (i) no monetary or material non-monetary Default or any Event of Default exists on the Administratordate of the request to extend or on the then applicable Facility Termination Date or Extended Facility Termination Date, (ii) no Margin Call has been made that has not been satisfied on the Purchaser Agents current Facility Termination Date or Extended Facility Termination Date, (iii) Buyer shall have received a written request of Seller to extend the then applicable Facility Termination Date (the “Extension Notice”) delivered to Buyer no earlier than ninety (90) days and no later than thirty (30) days before the Purchasers may deem necessary then applicable Facility Termination Date or appropriate to reflect such extensionthe Extended Facility Termination Date, as applicable, and such written request shall not have been revoked, (iv) the Debt Yield for all reasonable costs and expenses incurred by Purchased Assets (on a combined basis) is at least equal to the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determinationRequired Portfolio Debt Yield Percentage; provided, however, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed permitted to have refused reduce the aggregate Purchase Price outstanding on or prior to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the then-applicable Facility Termination Date is extended with respect to one or moreExtended Facility Termination Date, but less than all Purchaserswithout any premium, then the Purchase Limit shall be reduced ratably with respect to the Purchasers fee or penalty, in each Purchaser Group by an amount necessary to cause the Debt Yield to be at least equal to the Commitment(sRequired Portfolio Debt Yield Percentage, (v) Seller shall have paid to Buyer the Extension Fee on or before the then current Facility Termination Date or the Extended Facility Termination Date, as applicable, and (vi) if requested by Buyer, Seller shall have delivered to Buyer a new or updated Beneficial Ownership Certification, as applicable, in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. Notwithstanding the foregoing, Seller may, at any time prior to the then applicable Facility Termination Date, by written notice to Buyer, revoke its Extension Notice and upon receipt of such written notice the Exiting Purchaser(s) then applicable Extended Facility Termination Date shall not go into effect and the Commitment Percentages and Group Commitments of Facility shall terminate on the Purchasers within each Purchaser Group shall be appropriately adjustedthen applicable Facility Termination Date.

Extension of the Facility Termination Date. Provided that At the request of Seller delivered to Buyer no earlier than ninety (90) days or later than thirty (30) days before the Facility Termination Event or Unmatured Date, Buyer shall grant two (2) extensions of the Facility Termination Event exists Date for a period of one (1) year each (each, an "Extended Facility Termination Date") by giving notice approving such extension and is continuing, the Extended Facility Termination Date to Seller may request before the expiration of the then-current Facility Termination Date. The failure of Buyer to so deliver such notice approving the extension shall be deemed to be Buyer's determination not to extend the Facility Termination Date unless Buyer thereafter gives notice to the contrary. Any extension of the Facility Termination Date set forth in clause shall be subject to the following: (ai) no Default or Event of Default exists on the date of the definition thereof by providing written notice request to extend and as of the Administrator current Facility Termination Date, (ii) no Margin Deficit shall be outstanding on the date of the request to extend and as of the current Facility Termination Date, (iii) Seller has made a timely request for the extension in question, (iv) each Purchaser Agent; provided such Purchased Asset shall be in compliance with the Debt Yield Test and the PPV Test as required on the date of the request is made not more than 120 days prior to, to extend and not less than 60 days prior to, as of the then current Facility Termination Date scheduled (but in the case of compliance with the PPV Test, subject to occur pursuant to clause (a) of the definition thereof. In the event that the Purchasers are all agreeable to such extensionSeller's cure rights set forth in Section 3.07(b)), the Administrator and which compliance shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser may accept or decline such a request be determined by Buyer in its sole discretion discretion, (v) all Purchased Assets must qualify as Eligible Assets on the date of the request to extend and on such terms as it may elect) not less than 30 days prior to of the then current Facility Termination Date scheduled Date, and (vi) the payment by Seller to occur pursuant to clause (a) Buyer of the definition thereofExtension Fee has been effected on or before the current Facility Termination Date; provided that (A) if any Default, Event of Default or outstanding Margin Deficit exists, Buyer shall grant Seller a temporary extension not to exceed the time permitted to cure/satisfy such Default, Event of Default or Margin Deficit set forth in the Repurchase Documents, and (B) if Seller is not in compliance with any of the conditions set forth in clauses (i), (ii), (iv) and (v) on the date of the related extension request, such request may be submitted by Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate setting forth any conditions to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller extension of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Termination Date is extended with respect to one or morethat are not in compliance and the reasons for such non-compliance, but less than all Purchasers, then the Purchase Limit and such request shall be reduced ratably with respect to the Purchasers in each Purchaser Group granted by an amount equal to the Commitment(s) Buyer if, as of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments Facility Termination Date for which such request is submitted, Seller certifies to Buyer's satisfaction that it is in compliance with each of the Purchasers within each Purchaser Group conditions set forth in this Section 3.06. No additional Transactions shall be appropriately adjustedentered into after the Initial Facility Termination Date. In connection with each extension of the Facility Termination Date, if any unfunded commitments in respect of any Purchased Asset remain outstanding on the Facility Termination Date so extended, Seller may request funding of such unfunded commitments subject to all terms and conditions of funding set forth in this Agreement, including review and approval by Buyer of such funding based on an updated Underwriting Package, in an aggregate amount not to exceed, for any such Purchased Asset, the product of (x) the Applicable Percentage attributable to such Purchased Asset and (y) the amount of unfunded commitments remaining available in respect of such Purchased Asset at such time; provided that in no event shall any amounts so funded by Buyer cause the aggregate amounts funded hereunder to exceed the Maximum Amount.

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request the extension of the Facility Termination Date set forth in clause (a) of the definition thereof by providing written notice to the Administrator and each Purchaser AgentAdministrator; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereofDate. In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser the Purchasers may accept or decline such a request in its their sole discretion and on such terms as it they may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof, and the Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents Administrator and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents Administrator and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents Purchasers and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Termination Date is extended with respect to one or more, but less than all Purchasers, then the Purchase Limit shall be reduced ratably with respect to the Purchasers in each Purchaser Group by an amount equal to the Commitment(s) of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted.

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing(a) The Issuer, not more than forty-five (45) days before the Seller may request the extension of the Facility Termination Date date set forth in clause (a) of the definition thereof by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current of Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof. In the event “Committed Lender Termination Date”), may request that the Purchasers are all agreeable Committed Lenders extend the Committed Lender Termination Date by giving the Administrative Agent and each Funding Agent notice of such request. The Funding Agent shall promptly notify the Committed Lenders in such Funding Agent’s Lender Group of such Funding Agent’s receipt of such request, and each Committed Lender shall, not earlier than thirty (30) or later than fifteen (15) days before the Committed Lender Termination Date, notify the Funding Agent in such Committed Lender’s Lender Group whether or not it intends to consent to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser may accept or decline such a request in its sole discretion and on such terms as it may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof, and the Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator if any Committed Lender fails to notify the Seller of the determination to decline give such extension shall not affect the understanding and agreement that the applicable Purchasers notice it shall be deemed not to have refused consented to grant such extension. Consent to any extension requested by the Issuer may be given or withheld in the sole and absolute discretion of each Committed Lender. Upon receipt of consent by a Committed Lender to an extension, the Funding Agent in such Lender’s Lender Group will promptly notify the Issuer thereof, and effective as of the Committed Lender Termination Date the Committed Lender Termination Date then in effect shall be extended to the date specified by the Administrative Agent and the Funding Agents in their sole discretion (but in no event to a date that is more than three hundred sixty four (364) days after the Committed Lender Termination Date then in effect, or if such day is not a Business Day, the next preceding Business Day). Each Funding Agent will promptly give the Issuer notice of any failure of any Committed Lender in such Lender’s Lender Group to consent to any requested extension in of the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Committed Lender Termination Date is extended with respect (each Committed Lender which has declined or has been deemed to one or morehave declined to renew its commitment hereunder, but less than all Purchasers, then the Purchase Limit shall be reduced ratably with respect to the Purchasers in each Purchaser Group by an amount equal to the Commitment(s) of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusteda “Non-Renewing Committed Lender”).

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request the extension of the Facility Termination Date set forth in clause (a) of the definition thereof by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof. In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each 719921903 05109795 17 Purchaser may accept or decline such a request in its sole discretion and on such terms as it may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof, and the Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Termination Date is extended with respect to one or more, but less than all Purchasers, then the Purchase Limit shall be reduced ratably with respect to the Purchasers in each Purchaser Group by an amount equal to the Commitment(s) of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted.

Extension of the Facility Termination Date. Provided that no Termination Event or Unmatured Termination Event exists and is continuing, the Seller may request the extension of the Facility Termination Date set forth in clause (a) of the definition thereof or determined pursuant to clause (d) of the definition thereof, in either case, by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 120 days prior to, and not less than 60 days prior to, the then current Facility Termination Date; and provided, further, that no extension of the Facility Termination Date scheduled to occur determined pursuant to clause (ad) of the definition thereofthereof with respect to any Purchaser Group shall be for period of more than 364 days after the then scheduled date on which the Facility Termination Date will occur with respect to such Purchaser Group pursuant to such clause (d). In the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and the Servicer in writing (it being understood that each Purchaser the Purchasers may accept or decline such a request in its their sole discretion and on such terms as it they may elect) not less than 30 days prior to the then current Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof, and the Seller, the Servicer, the Sub-Servicers, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Administrator, the Purchaser Agents and the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Purchaser Agents and the Administrator in connection therewith (including reasonable Attorney Costs) shall be paid by the Seller. In the event any Purchaser declines the request for such extension, such Purchaser (or its Purchaser Agent) shall so notify the Administrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the requested extension. If the Facility Termination Date is extended with respect to one or more, but less than all Purchasers, then the Purchase Limit shall be reduced ratably with respect to the Purchasers in each Purchaser Group by an amount equal to the Commitment(s) of the Exiting Purchaser(s) and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted.