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. (a) 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 one or more Liquidity Bank(s) to extend its 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 Co-Agents no more than 90 days prior to each Group Agentsuch Liquidity Bank's respective Scheduled Termination Date then in effect. Such Each Extension Request must specify (ithe new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) 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 the applicable Liquidity Bank(s) must respond to such the Extension Request by (each, a “the "Response Date”"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the applicable Response Date, including such Response Date as one of the days in the calculation of the days elapsed. (b) Promptly upon receipt of an Extension Request, each Group the Blue Ridge Agent (on behalf of its Lenders) shall notify the Servicer (on behalf Blue Ridge Group of the Borrower) as contents thereof and shall request each applicable Blue Ridge Liquidity Bank to whether approve such Extension Request, and the Victory Agent shall notify the Victory Group of the contents thereof and shall request each Lender in its Group approves applicable Victory Liquidity Bank to approve such Extension Request. Each applicable Liquidity Bank approving such Extension Request (it being understood that each Lender in a Group may accept or decline shall deliver its written approval to its Co-Agent no later than the Response Date, whereupon such Extension Request in its sole discretion). The failure of any Lender to affirmatively Co-Agent shall notify the Servicer other Co-Agent and the Borrower within one Business Day thereafter as to which (on behalf of the Borrowerif any) of such Xxxxxx’s election regarding Co-Agent's applicable Constituent Liquidity Banks have approved such Extension Request. (c) If any applicable Liquidity Bank does not approve the Extension Request, its Co-Agent shall promptly notify its Conduit, the other Co-Agent and the Borrower of such fact, and the Borrower shall have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to such Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in full of all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender's existing Scheduled Termination Date. Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of the other Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such existing Scheduled Termination Date for all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; provided that any expenses or other amounts which would be owing to such Non-Approving Lender pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If no assignment of a Non-Approving Lender's Commitment to an Eligible Assignee is executed by the 5th Business Day prior to its existing Scheduled Termination Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If all applicable Liquidity Banks approve an 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 dateDate, 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 specified in such Extension Request shall enter into become effective on such documents Response Date as to 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 Agentapproving Liquidity Banks, and each of the Co-Agents shall promptly notify the Borrower and the other parties hereto Co-Agent 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 applicable Liquidity Banks' new Scheduled 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 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 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.

Extension of the Scheduled Termination Date. (a) 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 one or more Liquidity Bank(s) to extend its 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 Co-Agents no more than 90 days prior to each Group Agentsuch Liquidity Bank's respective Scheduled Termination Date then in effect. Such Each Extension Request must specify (ithe new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) 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 the applicable Liquidity Bank(s) must respond to such the Extension Request by (each, a “the "Response Date”"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the applicable Response Date, including such Response Date as one of the days in the calculation of the days elapsed. (b) Promptly upon receipt of an Extension Request, each Group Co-Agent (on behalf of its Lenders) shall notify the Servicer (on behalf its Constituent Lenders of the Borrower) as contents thereof and shall request each applicable Liquidity Bank to whether each Lender in its Group approves approve such 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 of the Borrower) of such Xxxxxx’s election regarding such Extension Request by the Each 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 Liquidity Bank approving such Extension Request shall enter into deliver its written approval to its Co-Agent no later than the Response Date, whereupon such documents Co-Agent shall notify the other Co-Agent(s) and the Borrower within one Business Day thereafter as to which (if any) of such Co-Agent's applicable Constituent Liquidity Banks have approved such Extension Request. (c) If any applicable Liquidity Bank does not approve 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 non-approving Liquidity Bank, a "Non-Approving Lender") its Co-Agent shall promptly notify its Conduit, the other Co-Agent(s) and the Borrower of such fact, and the Borrower shall have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to such Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in full of all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender's existing Scheduled Termination Date. Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such existing Scheduled Termination Date for all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; provided that any expenses or other amounts which would be owing to such Non-Approving Lender pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If no assignment of a Non-Approving Lender's Commitment to an “Exiting Lender”)Eligible Assignee is executed by the 5th Business Day prior to its existing Scheduled Termination Date, the Group Agent Scheduled Termination Date for such Exiting all Lenders shall so notify remain unchanged. If all applicable Liquidity Banks approve an Extension Request by the Servicer (on behalf of the Borrower)Response Date, the Collateral Agent, Scheduled Termination Date specified in such Extension Request shall become effective on such Response Date as to the Administrative Agentapproving Liquidity Banks, and each of the Co-Agents shall promptly notify the Borrower and the other parties hereto Co-Agent(s) 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 applicable Liquidity Banks' new Scheduled 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. (a) 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 one or more Liquidity Bank(s) to extend its 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 Co-Agents no more than 210 days prior to each Group Agentsuch Liquidity Bank's respective Scheduled Termination Date then in effect (it being understood that no such request may be made with respect to CLNY's Scheduled Termination Date more than 90 days prior to or CLNY's Scheduled Termination Date, as applicable). Such Each Extension Request must specify (ithe new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) 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 the applicable Liquidity Bank(s) must respond to such the Extension Request by (each, a “the "RESPONSE DATE"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the applicable Response Date”). , including such Response Date as one of the days in the calculation of the days elapsed. (b) Promptly upon receipt of an Extension Request, each Group the Blue Ridge Agent (on behalf of its Lenders) shall notify the Servicer (on behalf Blue Ridge Group of the Borrower) as contents thereof and shall request each applicable Blue Ridge Liquidity Bank to whether approve such Extension Request, and the Atlantic Agent shall notify the Atlantic Group of the contents thereof and shall request each Lender in its Group approves applicable Atlantic Liquidity Bank to approve such Extension Request. Each applicable Liquidity Bank approving such Extension Request (it being understood that each Lender in a Group may accept or decline shall deliver its written approval to its Co-Agent no later than the Response Date, whereupon such Extension Request in its sole discretion). The failure of any Lender to affirmatively Co-Agent shall notify the Servicer other Co-Agent and the Borrower within one Business Day thereafter as to which (on behalf of the Borrowerif any) of such Xxxxxx’s election regarding Co-Agent's applicable Constituent Liquidity Banks have approved such Extension Request. (c) If any applicable Liquidity Bank does not approve the Extension Request, its Co-Agent shall promptly notify its Conduit, the other Co-Agent and the Borrower of such fact, and the Borrower shall have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to such Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in full of all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender's existing Scheduled Termination Date. Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of the other Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such existing Scheduled Termination Date for all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; PROVIDED THAT any expenses or other amounts which would be owing to such Non-Approving Lender pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If no assignment of a Non-Approving Lender's Commitment to an Eligible Assignee is executed by the 5th Business Day prior to its existing Scheduled Termination Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If all applicable Liquidity Banks approve an 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 dateDate, 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 specified in such Extension Request shall enter into become effective on such documents Response Date as to 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 Agentapproving Liquidity Banks, and each of the Co-Agents shall promptly notify the Borrower and the other parties hereto Co-Agent 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 applicable Liquidity Banks' new Scheduled 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.