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

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group Agent. Such Extension Request must specify (i) the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, each Group Agent (on behalf of its Lenders) shall notify the Servicer (on behalf of the Borrower) as to whether each Lender in its Group approves such Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively notify the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent and the Lenders with Lender Loan Limits which aggregate to an amount at least equal to [REDACTED] of the then current Lenders’ Lender Loan Limit shall approve of such request (such date, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred Default exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and no more than sixty (60) days prior to the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group AgentScheduled Termination Date then in effect. Such The Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to the Agent, the Lenders and the Liquidity Banks must respond to such the Extension Request by (each, a the “Response Date”). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify XX XXXX and the Liquidity Banks of the contents thereof and shall request each Group such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent (on behalf of its Lenders) no later than the Response Date, whereupon the Agent shall notify the Servicer Borrower within one (on behalf of the Borrower1) Business Day thereafter as to whether each Lender all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in its Group approves such the Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent Borrower and the Lenders with Lender Loan Limits which aggregate of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an amount at least equal to [REDACTED] of the then current Lenders’ Lender Loan Limit shall approve of such request (such dateExtension Request, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01remain unchanged.

Extension of the Scheduled Termination Date. Provided that no Unmatured Amortization Event of Termination or Amortization Event of Termination has occurred exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Collateral Agent and the Administrative Agent, which the Administrative Agent shall, upon receipt, forward no more than [90] days prior to each Group Agentthe Scheduled Termination Date then in effect. Such The Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to the Administrative Agent, the Lenders and the Liquidity Banks must respond to such the Extension Request by (each, a “Response Date”the "RESPONSE DATE"). Promptly upon The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Within three Business Days after receipt of an Extension Request, the Administrative Agent shall notify Blue Ridge and the Liquidity Banks of the contents thereof and shall request each Group such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Administrative Agent (on behalf of its Lenders) no later than the Response Date, whereupon the Administrative Agent shall notify the Servicer (on behalf of the Borrower) Borrower within one Business Day thereafter as to whether each Lender all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in its Group approves such the Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively notify shall become effective on the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that existing Facility Termination Date, and the Administrative Agent shall promptly notify the Borrower and the Lenders with Lender Loan Limits which aggregate of the new Facility Termination Date. If all of the Lenders do not unanimously agree to an amount at least equal to [REDACTED] of the then current Lenders’ Lender Loan Limit shall approve of such request (such dateExtension Request, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01remain unchanged.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group Agent. Such Extension Request must specify (i) the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, each Group Agent (on behalf of its Lenders) shall notify the Servicer (on behalf of the Borrower) as to whether each Lender in its Group approves such Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively notify the Servicer (on behalf of the Borrower) of such XxxxxxLender’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent and the Lenders with Lender Loan Limits which aggregate to an amount at least equal to [REDACTED] 75% of the then current Lenders’ Lender Loan Limit shall approve of such request (such date, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination Default or Event of Termination has occurred Default exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Collateral Agent and the Administrative Agent, which the Administrative Agent shallno more than 210 days prior to the Scheduled Termination Date then in effect, upon receipt, forward to each Group Agenttogether with a fully-earned and non-refundable fee of $5,000 (the "EXTENSION REQUEST FEE"). Such Each Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to the Administrative Agent and the Liquidity Banks must respond to such the Extension Request by (each, a “the "RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Response Date”), including the Response Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension RequestRequest and the Extension Request Fee, each Group the Administrative Agent (on behalf of its Lenders) shall notify the Servicer (on behalf Lenders of the Borrowercontents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval to the Administrative Agent no later than the Response Date, whereupon the Administrative Agent shall notify the Borrower within one (1) Business Day thereafter as to whether each Lender all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in its Group approves such the Extension Request (it being understood that each Lender in a Group may accept or decline shall become effective on such Extension Request in its sole discretion). The failure of any Lender to affirmatively Response Date, and the Administrative Agent shall promptly notify the Servicer (on behalf Borrower and the Lenders of the Borrower) new Scheduled Termination Date. If any Liquidity Bank does not agree to an Extension Request, the Scheduled Termination Date shall not be extended for such Liquidity Bank, and the Borrower shall have the right to require such Liquidity Bank to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into an assignment with one or more Eligible Assignees in accordance with the provisions of Section 12.1(c), to which the extended Scheduled Termination Date shall apply. Each such Xxxxxx’s election regarding such Extension Request by assignment to an Eligible Assignee shall become effective on the date set forth in the applicable Response assignment agreement, and subject to receipt of payment in full on such existing Scheduled Termination Date for all such Obligations, the non-extending Lender shall be deemed to be a refusal by make such Lender to grant the requested extensionassignment. In the event that no Eligible Assignee is identified that is willing to accept an assignment of the Administrative Agent Commitment and the Lenders with Lender Loan Limits which aggregate Obligations of a Liquidity Bank that does not agree to an amount at least equal to [REDACTED] of Extension Request, such Liquidity Bank's Commitment will terminate on the then current Lenders’ Lender Loan Limit shall approve of such request (such date, the “Approval Date”), then the current existing Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically Aggregate Commitment will be reduced to zero by such amount on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01such date.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”) to the Collateral Agent and the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group Agent. Such Extension Request must specify (i) the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to respond to such Extension Request by (each, a “Response Date”). Promptly upon receipt of an Extension Request, each Group Agent (on behalf of its Lenders) shall notify the Servicer (on behalf of the Borrower) as to whether each Lender in its Group approves such Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively notify the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent and the Lenders with Lender Loan Limits which aggregate to an amount at least equal to [REDACTED] 75% of the then current Lenders’ Lender Loan Limit shall approve of such request (such date, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01. SECTION 2.06.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred Default exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Collateral Agent and no more than 60 days prior to the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group AgentScheduled Termination Date then in effect. Such The Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to the Agent, the Lenders and the Liquidity Banks must respond to such the Extension Request by (eachthe "RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, a “Response Date”)including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify Blue Ridge and the Liquidity Banks of the contents thereof and shall request each Group such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent (on behalf of its Lenders) no later than the Response Date, whereupon the Agent shall notify the Servicer (on behalf of the Borrower) Borrower within one Business Day thereafter as to whether each Lender all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in its Group approves such the Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent Borrower and the Lenders with Lender Loan Limits which aggregate of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an amount at least equal to [REDACTED] of the then current Lenders’ Lender Loan Limit shall approve of such request (such dateExtension Request, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01remain unchanged.

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred Default exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “Extension Request”"EXTENSION REQUEST") to the Collateral Agent and Co-Agents no more than 60 days prior to the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group AgentScheduled Termination Date then in effect. Such The Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) 30 days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative AgentCo-Agents) as of which each Lender is requested to the Co-Agents and their respective constituents must respond to such the Extension Request by (eachthe "RESPONSE DATE"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, a “Response Date”)including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Blue Ridge Agent shall notify Blue Ridge and its Liquidity Banks of the contents thereof and shall request each Group such Person to approve the Extension Request, and the Falcon Agent (on behalf shall notify Falcon and its Liquidity Banks of the contents thereof and shall request each such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its Lenders) written approval to its Co-Agent no later than the Response Date, whereupon such Co-Agent shall notify the Servicer (on behalf of other Co-Agent and the Borrower) Borrower within one Business Day thereafter as to whether each Lender in its Group approves all of such Co-Agent's constituents have approved the Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion)Request. The failure of any Lender to affirmatively notify the Servicer (on behalf If all of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent Blue Ridge Agent's constituents and the Lenders with Lender Loan Limits which aggregate to an amount at least equal to [REDACTED] all of the then current Lenders’ Lender Loan Limit shall approve of such request (such dateFalcon Agent's constituents have approved the Extension Request, the “Approval Date”), then the current Scheduled Termination Date shall be extended to specified in the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as become effective on the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agentexisting Scheduled Termination Date, and each of the Co-Agents shall promptly notify the Borrower and the other parties hereto Co-Agent of such Exiting Lender’s determinationthe new Scheduled Termination Date. If either Co-Agent's constituents do not unanimously agree to an Extension Request, the Lenders Borrower shall have the right to require such constituents to assign all, but not less than all, of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced their Commitment (as applicable) and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to zero on the then-current existing Scheduled Termination Date, without giving effect . Each such assignment to any other Lenders of any other Group’s agreement to extend the Termination Datean Eligible Assignee (including, if any. This Section 2.05 shall not be deemed agreed by the other Co-Agent's constituents, to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01.such

Extension of the Scheduled Termination Date. Provided that no Unmatured Event of Termination or Event of Termination has occurred Default exists and is continuing, no earlier than three (3) months prior to (but no later than forty-five (45) days prior to) the then current Scheduled Termination Date, the Borrower (or the Servicer on the Borrower’s behalf) may request an extension of the then current Scheduled Termination Date by submitting a request for an extension (each, an “"Extension Request”") to the Collateral Agent and no more than 60 days prior to the Administrative Agent, which the Administrative Agent shall, upon receipt, forward to each Group AgentScheduled Termination Date then in effect. Such The Extension Request must specify (i) the new Scheduled Termination Date requested by the Borrower and the date (which must be at least thirty (30) days after the applicable Extension Request is delivered to the Collateral Agent and the Administrative Agent) as of which each Lender is requested to the Agent, the Lenders and the Liquidity Banks must respond to such the Extension Request by (each, a “the "Response Date”"). The new Scheduled Termination Date shall be no more than 364 days after the Scheduled Termination Date in effect at the time the Extension Request is received, including the Scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify Blue Ridge and the Liquidity Banks of the contents thereof and shall request each Group such Person to approve the Extension Request. Each Lender and Liquidity Bank approving the Extension Request shall deliver its written approval to the Agent (on behalf of its Lenders) no later than the Response Date, whereupon the Agent shall notify the Servicer Borrower within one (on behalf of the Borrower1) Business Day thereafter as to whether each Lender all of the Lenders have approved the Extension Request. If all of the Lenders have approved the Extension Request, the Scheduled Termination Date specified in its Group approves such the Extension Request (it being understood that each Lender in a Group may accept or decline such Extension Request in its sole discretion). The failure of any Lender to affirmatively shall become effective on the existing Scheduled Termination Date, and the Agent shall promptly notify the Servicer (on behalf of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the applicable Response Date shall be deemed to be a refusal by such Lender to grant the requested extension. In the event that the Administrative Agent Borrower and the Lenders with Lender Loan Limits which aggregate of the new Scheduled Termination Date. If all of the Lenders do not unanimously agree to an amount at least equal to [REDACTED] of the then current Lenders’ Lender Loan Limit shall approve of such request (such dateExtension Request, the “Approval Date”), then the current Scheduled Termination Date shall be extended to the date which is 364 days after such Approval Date and each such Lender and the other parties hereto that approved such Extension Request shall enter into such documents as the Administrative Agent and such Lenders may deem necessary or appropriate to reflect such extension. In the event that the Lenders relating to a Group decline an Extension Request (each such declining Lender, an “Exiting Lender”), the Group Agent for such Exiting Lenders shall so notify the Servicer (on behalf of the Borrower), the Collateral Agent, the Administrative Agent, and each of the other parties hereto of such Exiting Lender’s determination. If the Lenders of a Group become Exiting Lenders, such Groups’ Group Loan Limit shall automatically be reduced to zero on the then-current Termination Date, without giving effect to any other Lenders of any other Group’s agreement to extend the Termination Date, if any. This Section 2.05 shall not be deemed to limit or restrict the ability of the parties hereto to extend the Termination Date pursuant to an amendment in accordance with Section 12.01remain unchanged.