Common use of Extension of the Facility Clause in Contracts

Extension of the Facility. (a) The Borrower may, within 120 days, but no later than 60 days, prior to each one-year anniversary of the Closing Date, by written notice to the Administrative Agent, make written requests for the Lenders to extend the then-current Scheduled Termination Date for an additional 364 days. The Administrative Agent shall provide notice of such request promptly to each Managing Agent. (b) Each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Scheduled Termination Date. Each Lender shall make a determination, in its sole discretion and after a full review as to whether or not it will agree to extend the Scheduled Termination Date; provided, however, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice to the Administrative Agent of such request for extension; provided further that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Scheduled Termination Date shall be deemed to constitute a refusal by such Lender to extend the Scheduled Termination Date. (c) In the event that any of the existing Lenders agree to extend the Scheduled Termination Date, or to assign their Commitment prior to the Scheduled Termination Date to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ and auditors’ fees) shall be paid by the Borrower.

Extension of the Facility. (a) The Borrower may, within 120 days, but no later than 60 days, prior to each one-year anniversary of the Closing Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each Lender) not more than 60 days and not less than 30 days prior to the proposed date of effectiveness of an extension (an “Extension Date”), make written requests for request that the Lenders to extend the then-current Scheduled Commitment Termination Date for an additional 364 days. The Administrative Agent period of one year from the applicable Commitment Termination Date then in effect hereunder (the then “Existing Commitment Termination Date”), provided that in no event shall provide notice of such request promptly to each Managing Agent. the Commitment Termination Date be extended beyond (bi) Each Managing Agent shall give prompt notice to each the fifth anniversary of the Lenders in its related Lender Group of its receipt of such request for extension effective date of the Scheduled Termination Extension Date and (ii) the seventh anniversary of the Closing Date. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 days (or such other date specified by the Borrower in such written notice or any supplement thereto) after such written notice is delivered to the Administrative Agent, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall make be deemed to have declined to agree to such extension and shall be a determination, Declining Lender (unless such Lender subsequently agrees to such requested extension and the Borrower elects in its sole discretion and after to treat such Lender as a full review Consenting Lender). If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to whether or not it will agree the Consenting Lenders and any Lender replacing a Declining Lender, be extended effective as of the Extension Date to extend the Scheduled date that is one year after the then Existing Commitment Termination Date; provided. The decision to agree or withhold agreement to any Commitment Termination Date extension request shall be at the sole discretion of each Lender. The Commitment of each Declining Lender shall terminate on the Existing Commitment Termination Date applicable to such Declining Lender. The principal amount of any outstanding Advances made by Declining Lenders, howevertogether with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date applicable to such Declining Lender. Notwithstanding the foregoing provisions of this subsection, the Borrower shall have the right, at any time prior to any Existing Commitment Termination Date applicable to any Declining Lender, to require such Declining Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 8.07 to a Lender or (solely to the extent such consent would be required for an assignment pursuant to Section 8.07, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) other Eligible Assignee, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice agrees to a Commitment Termination Date extension with respect to such Existing Commitment Termination Date and executes and delivers to the Administrative Agent of an appropriate Assignment and Acceptance. Any such request assignee shall for extension; provided further that the failure of any all purposes hereunder constitute a Consenting Lender to make a timely response with respect to the Borrower’s request for applicable Commitment Termination Date extension request. Notwithstanding the foregoing, no extension of the Scheduled Commitment Termination Date pursuant to this subsection shall become effective unless the Borrower shall have delivered to the Administrative Agent a certificate dated as of the Extension Date signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such extension (A) no Default has occurred and is continuing as of the Extension Date or would result from such extension and (B) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Extension Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that for purposes of this Section 2.05(d), the representations and warranties contained in Section 4.01(e) shall be deemed to constitute a refusal by such Lender refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). The Borrower may extend the Scheduled Termination Date. (c) In the event that any of the existing Lenders agree to extend the Scheduled Termination Date, or to assign their Commitment prior to the Scheduled Termination Date up to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ and auditors’ fees) shall be paid by the Borrowertwo times under this Section 2.05(d).

Extension of the Facility. (a) The Borrower may, within 120 days, but no later than 60 days, prior to each one-year anniversary of the Closing Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each Lender) not more than 60 days and not less than 30 days prior to the proposed date of effectiveness of an extension (an “Extension Date”), make written requests for request that the Lenders to extend the then-current Scheduled Commitment Termination Date for an additional 364 days. The Administrative Agent period of one year from the applicable Commitment Termination Date then in effect hereunder (the then “Existing Commitment Termination Date”), provided that in no event shall provide notice of such request promptly to each Managing Agent. the Commitment Termination Date be extended beyond (bi) Each Managing Agent shall give prompt notice to each the fifth anniversary of the Lenders in its related Lender Group of its receipt of such request for extension effective date of the Scheduled Termination Extension Date and (ii) the seventh anniversary of the Closing Date. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 days (or such other date specified by the Borrower in such written notice or any supplement thereto) after such written notice is delivered to the Administrative Agent, advise the Borrower whether or not it agrees to ​ the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall make be deemed to have declined to agree to such extension and shall be a determination, Declining Lender (unless such Lender subsequently agrees to such requested extension and the Borrower elects in its sole discretion and after to treat such Lender as a full review Consenting Lender). If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to whether or not it will agree the Consenting Lenders and any Lender replacing a Declining Lender, be extended effective as of the Extension Date to extend the Scheduled date that is one year after the then Existing Commitment Termination Date; provided. The decision to agree or withhold agreement to any Commitment Termination Date extension request shall be at the sole discretion of each Lender. The Commitment of each Declining Lender shall terminate on the Existing Commitment Termination Date applicable to such Declining Lender. The principal amount of any outstanding Advances made by Declining Lenders, howevertogether with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date applicable to such Declining Lender. Notwithstanding the foregoing provisions of this subsection, the Borrower shall have the right, at any time prior to any Existing Commitment Termination Date applicable to any Declining Lender, to require such Declining Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 8.07 to a Lender or (solely to the extent such consent would be required for an assignment pursuant to Section 8.07, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) other Eligible Assignee, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice agrees to a Commitment Termination Date extension with respect to such Existing Commitment Termination Date and executes and delivers to the Administrative Agent of an appropriate Assignment and Acceptance. Any such request assignee shall for extension; provided further that the failure of any all purposes hereunder constitute a Consenting Lender to make a timely response with respect to the Borrower’s request for applicable Commitment Termination Date extension request. Notwithstanding the foregoing, no extension of the Scheduled Commitment Termination Date pursuant to this subsection shall become effective unless the Borrower shall have delivered to the Administrative Agent a certificate dated as of the Extension Date signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such extension (A) no Default has occurred and is continuing as of the Extension Date or would result from such extension and (B) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Extension Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that for purposes of this Section 2.05(d), the representations and warranties contained in Section 4.01(e) shall be deemed to constitute a refusal by such Lender refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). The Borrower may extend the Scheduled Termination Date. (c) In the event that any of the existing Lenders agree to extend the Scheduled Termination Date, or to assign their Commitment prior to the Scheduled Termination Date up to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ and auditors’ fees) shall be paid by the Borrowertwo times under this Section 2.05(d).

Extension of the Facility. (a) The Borrower may, within 120 days, but no later than 60 days, prior to each one-year anniversary of the Closing Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each Lender) not more than 60 days and not less than 30 days prior to the proposed date of effectiveness of an extension (an “Extension Date”), make written requests for request that the Lenders to extend the then-current Scheduled Commitment Termination Date for an additional 364 days. The Administrative Agent period of one year from the applicable Commitment Termination Date then in effect hereunder (the then “Existing Commitment Termination Date”), provided that in no event shall provide notice of such request promptly to each Managing Agent. the Commitment Termination Date be extended beyond (bi) Each Managing Agent shall give prompt notice to each the fifth anniversary of the Lenders in its related Lender Group of its receipt of such request for extension effective date of the Scheduled Termination Extension Date and (ii) the seventh anniversary of the Closing Date. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 days (or such other date specified by the Borrower in such written notice or any supplement thereto) after such written notice is delivered to the Administrative Agent, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall make be deemed to have declined to agree to such extension and shall be a determination, Declining Lender (unless such Xxxxxx subsequently agrees to such requested extension and the Borrower elects in its sole discretion and after to treat such Lender as a full review Consenting Lender). If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to whether or not it will agree the Consenting Lenders and any Lender replacing a Declining Lender, be extended effective as of the Extension Date to extend the Scheduled date that is one year after the then Existing Commitment Termination Date; provided. The decision to agree or withhold agreement to any Commitment Termination Date extension request shall be at the sole discretion of each Lender. The Commitment of each Declining Lender shall terminate on the Existing Commitment Termination Date applicable to such Declining Lender. The principal amount of any outstanding Advances made by Declining Lenders, howevertogether with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date applicable to such Declining Lender. Notwithstanding the foregoing provisions of this subsection, the Borrower shall have the right, at any time prior to any Existing Commitment Termination Date applicable to any Declining Lender, to require such Declining Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 8.07 to a Lender or (solely to the extent such consent would be required for an assignment pursuant to Section 8.07, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)) other Eligible Assignee, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice agrees to a Commitment Termination Date extension with respect to such Existing Commitment Termination Date and executes and delivers to the Administrative Agent of an appropriate Assignment and Acceptance. Any such request assignee shall for extension; provided further that the failure of any all purposes hereunder constitute a Consenting Lender to make a timely response with respect to the Borrower’s request for applicable Commitment Termination Date extension request. Notwithstanding the foregoing, no extension of the Scheduled Commitment Termination Date pursuant to this subsection shall become effective unless the Borrower shall have delivered to the Administrative Agent a certificate dated as of the Extension Date signed by a Responsible Officer of the Borrower certifying that before and after giving effect to such extension (A) no Default has occurred and is continuing as of the Extension Date or would result from such extension and (B) each of the representations and warranties set forth in Section 4.01 are true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the Extension Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date; provided, that for purposes of this Section 2.05(d), the representations and warranties contained in Section 4.01(e) shall be deemed to constitute a refusal by such Lender refer to the most recent statements furnished pursuant to Section 5.01(i)(i) and 5.01(i)(ii). The Borrower may extend the Scheduled Termination Date. (c) In the event that any of the existing Lenders agree to extend the Scheduled Termination Date, or to assign their Commitment prior to the Scheduled Termination Date up to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ and auditors’ fees) shall be paid by the Borrowertwo times under this Section 2.05(d).

Extension of the Facility. (a) The Borrower may, within 120 days, but no later than 60 days, prior to each one-year anniversary of the Closing Fifth Omnibus Amendment Effective Date, by written notice to the Administrative Agent, make written requests for the Lenders to extend the then-current Scheduled Termination Date applicable to such Lenders for an additional 364 days. The Administrative Agent shall provide notice of such request promptly to each Managing Agent. (b) Each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Scheduled Termination Date. Each Lender shall make a determination, in its sole discretion and after a full review as to whether or not it will agree to extend the Scheduled Termination Date; provided, however, that each Lender’s determination shall be made no later than 60 days after the date of the Borrower’s notice to the Administrative Agent of such request for extension; provided further that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Scheduled Termination Date shall be deemed to constitute a refusal by such Lender to extend the Scheduled Termination Date. (c) In the event that any of the existing Lenders agree to extend the Scheduled Termination Date, or to assign their Commitment prior to the Scheduled Termination Date to a Lender agreeing to extend the Scheduled Termination Date, the Borrower, the Collection Agent, the Administrative Agent and such extending Lenders shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ and auditors’ fees) shall be paid by the Borrower.