Common use of Extension Option Clause in Contracts

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty eighty (120180) days nor less than one ninety (190) month days prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier datedate or is qualified as to “materiality”, in “Material Adverse Change” or similar language (which case such representations and warranties were shall be true and correct in all respects as of such date, qualified therein) and except for changes in factual circumstances not prohibited under the Loan Documentspermitted hereunder), and (y) no Default under Section 9.01(1) and no Event of Default has occurred and is continuing; (ii) no Default under Section 9.01(1) and no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an ; provided, however, that the extension fee set forth in this Section 2.17 shall not be payable if the Borrower rescinds the Extension Notice shall be irrevocableprior to the then current Maturity Date.

Extension Option. (a) The Borrower may extend shall have the Maturity option of extending the Revolving Commitment Termination Date for two (2) times only for a period periods of six (6) months per extension upon each (each such option, the “Extension Option”), in each case subject to satisfaction of the following terms and conditions for each extension: conditions: (i) delivery by Borrower of a the Administrative Agent shall have received written notice to Administrative Agent of the extension request at least sixty (an “Extension Notice”60) on or before a date that is days, but not more than one hundred hundred-twenty (120) days nor less than one (1) month days, prior to the then-scheduled Maturity Date, Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Notice Option; (ii) the payment to the Administrative Agent shall promptly deliver to for the Banks, which Extension Notice shall include a certification dated as ratable benefit of the date Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best extension; (iii) all of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement the Loan Documentation shall be true and in each of the other Loan Documents are true and correct on in all material respects (other than those representations and as of the date of such Extension Notice (except in those cases where such representation warranties that are expressly qualified by a Material Adverse Effect or warranty expressly relates to an earlier dateother materiality, in which case such representations and warranties were shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), and ; (yiv) no Event of Default has occurred and is continuing; (ii) no or Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on continuing, or before would immediately result from, such Extension Date a fee equal to 0.0625% extension of the Total Loan Revolving Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to Termination Date; (v) each of the Banks based on REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties; (vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and (vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice the conditions set forth in clauses (i) through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been or were required to be delivered under Section 5.1(a) or (b)). (b) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be irrevocableextended to August 9, 2029. If the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option, upon satisfaction of the conditions set forth in Section 2.5(a) (so long as the date is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), the Revolving Loan Commitment Termination Date shall be extended to February 8, 2030.

Extension Option. The Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than shall have one (1) month option to extend the Initial Maturity Date to June 30, 2019, if each and all of the following conditions precedent shall have been fulfilled or complied with (unless waived by the Required Lenders): (a) The Borrower shall request the extension by written notice to the Administrative Agent by no later than February 1, 2019; (b) On or before the Initial Maturity Date, the Borrower shall have paid to each Lender an extension fee in cash equal to 3.00% of the amount of such Lender’s New Money Loans then outstanding on the Initial Maturity Date (such fee shall be fully earned upon the exercise by the Borrower of the extension option under this Section 2.10 and once paid shall not be refundable for any reason whatsoever); (c) The Borrower shall have provided to the Lenders or their counsel a term sheet setting forth the material terms of a sale (which may include a sale or merger of Novelion and one or more of its Subsidiaries (but including the Borrower), or any other transaction having a similar effect or result) of the Borrower or its assets that, in the reasonable opinion of the Borrower, may be acceptable to the Borrower and its board of directors; and (d) Since the Closing Date there shall not have been any event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect except for (i) matters set forth in any public filings of Novelion prior to the then-scheduled Maturity Closing Date, which Extension Notice Administrative Agent shall promptly deliver (ii) any matters disclosed on the disclosure schedules to the Banks, which Extension Notice shall include a certification dated Loan Documents as of the date of Closing Date, (iii) such Extension Notice signed by a duly authorized signatory of Borrower, stating, events disclosed in writing to the best Lenders or its Financial Advisor prior to the Closing Date and (iv) transactions expressly permitted by the Loan Documents. (e) At the time of the certifying party’s knowledgeeffectiveness of the extension, (x) all the representations and warranties of the Borrower and each other Loan Party contained in this Agreement and in each of the Article V (other than Section 5.05) or any other Loan Documents are Document shall be true and correct in all material respects on and as of such date (before and after giving effect to such extension); provided that to the date of extent that such Extension Notice (except in those cases where such representation or warranty expressly relates representations and warranties specifically refer to an earlier date, in which case such representations and warranties were they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except for changes correct (after giving effect to any qualification therein) in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment all respects on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocablerespective dates.

Extension Option. Borrower may extend the Ratable Loan Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Ratable Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties of Borrower and the other Loan Parties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (and in all respects to the extent qualified by Material Adverse Change or other materiality qualifier) on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Ratable Loan Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) 0.0625% of the Total aggregate Ratable Loan Commitment on such Extension Date Commitments for each the first extension and (y) 0.075% of the aggregate Ratable Loan Commitments for the second extension, which fee shall be distributed by Administrative Agent pro rata to each of the Ratable Loan Banks based on each Ratable Loan Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. (a) The Borrower may extend shall have the Maturity option of extending the Revolving Commitment Termination Date for two (2) times only for a period periods of six (6) months per extension upon each (each such option, the “Extension Option”), in each case subject to satisfaction of the following terms and conditions for each extension: conditions: (i) delivery by Borrower of a the Administrative Agent shall have received written notice to Administrative Agent of the extension request at least sixty (an “Extension Notice”60) on or before a date that is days, but not more than one hundred hundred-twenty (120) days nor less than one (1) month days, prior to the then-scheduled Maturity Date, Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Notice Option; (ii) the payment to the Administrative Agent shall promptly deliver to for the Banks, which Extension Notice shall include a certification dated as ratable benefit of the date Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best extension; (iii) all of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement the Loan Documentation shall be true and in each of the other Loan Documents are true and correct on in all material respects (other than those representations and as of the date of such Extension Notice (except in those cases where such representation warranties that are expressly qualified by a Material Adverse Effect or warranty expressly relates to an earlier dateother materiality, in which case such representations and warranties were shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), and ; (yiv) no Event of Default has occurred and is continuing; (ii) no or Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on continuing, or before would immediately result from, such Extension Date a fee equal to 0.0625% extension of the Total Loan Revolving Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to Termination Date; (v) each of the Banks based on REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties; (vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and (vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice the conditions set forth in clauses (i) through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been or were required to be delivered under Section 5.1(a) or (b). (b) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be irrevocableextended to February 5, 2020. Upon satisfaction of the conditions set forth in Section 2.5(a) (so long as the date is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), the Revolving Loan Commitment Termination Date shall be extended to August 5, 2020.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six one (61) months year per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.125% of the Total Loan Commitment outstanding principal amount of Loans on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an each Extension Notice shall be irrevocable.

Extension Option. The Borrower shall have the right, exercisable one time for the revolving facility and one time for the Term Loans, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Termination Date or the Term Loan Maturity Date, or both, by one year. The Borrower may extend exercise such right only by executing and delivering to the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent at least thirty (an “Extension Notice”30) on or before a date that is days but not more than one hundred twenty eighty (120180) days nor less than one (1) month prior to the then-scheduled current Revolving Termination Date or Term Loan Maturity Date, which as applicable, a written request for such extension (an “Extension Notice Request”). The Administrative Agent shall notify the Revolving Lenders or Term Loan Lenders, as applicable, if it receives an Extension Request promptly deliver upon receipt thereof. Subject to the Banks, which Extension Notice shall include a certification dated as satisfaction of the date of such Extension Notice signed following conditions, the Revolving Termination Date or the Term Loan Maturity Date, or both, shall be extended for one year from the then current Revolving Termination Date or Term Loan Maturity Date, as applicable, effective upon receipt by a duly authorized signatory of Borrower, stating, to the best Administrative Agent of the certifying party’s knowledge, Extension Request and payment of the fee referred to in the following clause (y): (x) all immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in this Agreement made or deemed made by the Borrower and in each of the other Loan Party in the Loan Documents are to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension Notice (extension with the same force and effect as if made on and as of such date except in those cases where to the extent that such representation or warranty representations and warranties expressly relates relate solely to an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), ) and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default the Borrower shall have occurred and be continuing on paid the original Maturity Date Fees payable under Section 3.5(e) and/or (an “Extension Date”f); , as applicable. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (iii) Borrower shall pay to x)(B). The Administrative Agent on or before such Extension Date a fee equal to 0.0625% shall promptly notify the Borrower once the foregoing conditions have been satisfied and of the Total new Revolving Termination Date and/or Term Loan Commitment on such Extension Date for each extensionMaturity Date, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableas applicable.

Extension Option. The Borrower may extend the Revolving Credit Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by the Borrower of a written notice to the Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Revolving Credit Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, Revolving Credit Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such date, earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Revolving Credit Maturity Date (an “Extension Date”); , and (iii) the Borrower shall pay to the Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Revolving Loan Commitment Amount for each extension on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Revolving Credit Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableRevolving Commitment Percentage.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty eighty (120180) days nor less than one ninety (190) month days prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier datedate or is qualified as to “materiality”, in “Material Adverse Change” or similar language (which case such representations and warranties were shall be true and correct in all respects as of such date, qualified therein) and except for changes in factual circumstances not prohibited under the Loan Documentspermitted hereunder), and (y) no Default under Section 9.01(1) and no Event of Default has occurred and is continuing; (ii) no Default under Section 9.01(1) and no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an ; provided, however, that the extension fee set forth in this Section 2.17 shall not be payable if the Borrower rescinds the Extension Notice shall be irrevocableprior to the then current Maturity Date.

Extension Option. (a) Borrower may shall have the option (the "EXTENSION OPTION"), to extend the Maturity Date two of the Loan from the Payment Date in June, 2001 (2) times only for a period of six the "ORIGINAL MATURITY DATE"), to the Payment Date in June, 2002 (6) months per extension the "EXTENDED MATURITY DATE"), upon satisfaction of each of the following terms and conditions for each extension: (the "EXTENSION CONDITIONS"): (i) delivery by Borrower of a shall have given written notice to Administrative Agent (an “Extension Notice”"EXTENSION NOTICE") on or before a date that is to the Agent and Collateral Agent not more less than one hundred twenty sixty (12060) days nor less than one (1) month prior to the then-scheduled Original Maturity Date, which Date of its election to exercise the Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; Option; (ii) no Default or Event of Default shall have occurred and be continuing on the original Original Maturity Date (an “Extension Date”); and ; (iii) Borrower shall pay have paid to Administrative the Agent for the benefit of the Lenders on the Original Maturity Date a fee (an "EXTENSION FEE") equal to the product of 0.50% and the Principal Indebtedness; and (iv) Borrower shall have delivered to the Agent such evidence of corporate and limited liability company authorization and other documents relating to the Extension Option as the Agent shall reasonably require. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to the Agent on behalf of the Lenders and to the Collateral Agent on or before such prior to the fifteenth (15th) Business Day prior to the Original Maturity Date; PROVIDED, HOWEVER, that Borrower shall pay the reasonable costs incurred by the Agent and Collateral Agent in connection with the giving of any Extension Date a fee equal to 0.0625% Notice and its revocation. If the term of the Total Loan Commitment on such Extension is extended pursuant to the provisions of this SECTION ------- 2.17, then all the terms and conditions of the Loan ---- Documents shall remain in full force and effect and unmodified, except that the Maturity Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableExtended Maturity Date.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per for each extension (i.e., 12 months in the aggregate) upon satisfaction of the following terms and conditions for each extensionconditions: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original then-scheduled Maturity Date (an “Extension Date”); , and (iii) if the then-scheduled Maturity Date is extended, Borrower shall pay to Administrative Agent on or before such the Extension Date for each extension a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.” (xiii) Section 8.01 of the Credit Agreement is deleted in its entirety and the following is substituted in place thereof: SECTION 8.01 [Reserved].” (xiv) Paragraph (7) of Section 9.01 of the Credit Agreement is amended by inserting the following at the end of such paragraph (7) immediately after the words “Twenty Million Dollars ($20,000,000)”: “and such event or condition is unremedied, or such tax, penalty or other liability is not reserved against or the payment thereof otherwise secured to the reasonable satisfaction of the Administrative Agent, for a period of forty-five (45) consecutive days after notice from the Administrative Agent;” (xv) Section 12.02 of the Credit Agreement is amended by restating clause (7) of the proviso to the first sentence thereof to read as follows:

Extension Option. (a) The Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery may, by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice at least 30 days but not more than 60 days prior to the Initial Maturity Date, request the Agent to extend the Final Maturity Date to 30 September 2010 for all or part of the Loans (being in a minimum aggregate amount of €100,000,000 or its equivalent in other currencies) whereupon, subject to clause 7.2(b), the Final Maturity Date shall be irrevocableso extended in respect of those Loans. (b) No extension of the Final Maturity Date pursuant to paragraph (a) shall occur if: (i) on or before the Initial Maturity Date, the Borrower has not paid the Conversion Fee to the Agent on behalf of the Lenders; or (ii) any Default is outstanding on the date of the Extension Notice or on the Initial Maturity Date; or (iii) any of the Repeating Representations made or deemed to be made by the Borrower on the Initial Maturity Date are not true in all material respects, provided that the conditions specified in sub-paragraphs (ii) and (iii) may only be waived by a Lender in its absolute discretion provided that if Lenders whose participations in the Loans exceed 662/3% of the Loans (the Consenting Lenders) determine that the conditions shall be waived, the Borrower shall only be required to repay the participations in the Loans of those Lenders that are not Consenting Lenders and the Commitments of those Lenders only shall be cancelled. (c) For the avoidance of doubt this Extension Option may be exercised once only by the Borrower.

Extension Option. The Borrower may extend request that the Maturity Date two be extended for one additional 364-day period by providing notice of such request (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (such notice, an “Extension Notice”) on or before to the Administrative Agent. If a date Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Loans will be extended for an additional 364-day period from the then existing Maturity Date (the “Existing Maturity Date”) and such extended Maturity Date shall become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that is not (i) Extenders represent more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as 50% of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best outstanding principal amount of the certifying party’s knowledgeLoans, (xii) all representations and warranties contained made by the Borrower in this Agreement and in each of or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the such date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations as if made on and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (yiii) no Default or Event of Default has occurred exists, except (A) any representations and is continuing; (ii) no Event warranties which are explicitly stated as having been made as of Default a specific date, which representations and warranties shall have occurred be true and be continuing correct in all material respects on the original Maturity Date (an “Extension Date”); and as of such date and (iiiB) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated and (iv) the Borrower shall pay to Administrative Agent on or before such Extension Date a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.06250.05% of the Total Loan Commitment on such Extension principal amount of the Loans for which the Maturity Date for each extensionis extended, which fee shall be distributed by Administrative Agent pro rata to each due and payable upon effectiveness of the Banks based on each Bank’s Pro Rata Shareextension. Any Lender that declines or does not respond to the Borrower’s delivery request for extension (a “Declining Lender”) will have its Loan mature on the Existing Maturity Date; provided that if any Declining Lender assigns pursuant to Section 9.6(c) all or any portion of an Extension Notice shall be irrevocable.its Loan prior to the replacement of such Lender and the Assignee of such Active.40134080.7

Extension Option. Borrower may extend Solely in the Maturity Date two (2) times only for a period case of six (6) months per extension upon the First Extension Option, subject to satisfaction of the following terms conditions, the Termination Date with respect to all Commitments shall be extended for one year (as so extended, the “First Extended Termination Date”) effective upon receipt by the Administrative Agent of the Extension Request in connection with the First Extension Option and conditions for each extension: payment of the fee referred to in the following clause (ii): (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month immediately prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledgeextension and immediately after giving effect thereto, (x) all no Default or Event of Default shall exist and (y) the representations and warranties contained in this Agreement made or deemed made by the Borrower and in each of the other Loan Party in the Loan Documents are to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such Extension Notice (extension with the same force and effect as if made on and as of such date except in those cases where to the extent that such representation or warranty representations and warranties expressly relates relate solely to an earlier date, date (in which case such representations and warranties were shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, ) and except for changes in factual circumstances not prohibited specifically and expressly permitted under the Loan DocumentsDocuments and, (ii) the Borrower shall have paid the Fees payable under Section 3.5.(d), and (iii) (x) the 6.75% Senior Notes shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default the Term Loans shall have occurred and be continuing on been repaid in full. At any time prior to the original Maturity Date effectiveness of any such extensionthe First Extension Option, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (an “Extension Date”); i)(x) and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocablei)(y).

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an each Extension Notice shall be irrevocable.

Extension Option. (a) The Borrower may extend shall have the Maturity option of extending the Revolving Commitment Termination Date for two (2) times only for a period periods of six (6) months per extension upon each (each such option, the “Extension Option”), in each case subject to satisfaction of the following terms and conditions for each extension: conditions: (i) delivery by Borrower of a the Administrative Agent shall have received written notice to Administrative Agent of the extension request at least sixty (an “Extension Notice”60) on or before a date that is days, but not more than one hundred hundred-twenty (120) days nor less than one (1) month days, prior to the then-scheduled Maturity Date, Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Notice Option; (ii) the payment to the Administrative Agent shall promptly deliver to for the Banks, which Extension Notice shall include a certification dated as ratable benefit of the date Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best extension; (iii) all of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement the Loan Documentation shall be true and in each of the other Loan Documents are true and correct on in all material respects (other than those representations and as of the date of such Extension Notice (except in those cases where such representation warranties that are expressly qualified by a Material Adverse Effect or warranty expressly relates to an earlier dateother materiality, in which case such representations and warranties were shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), and ; (yiv) no Event of Default has occurred and is continuing; (ii) no or Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on continuing, or before would immediately result from, such Extension Date a fee equal to 0.0625% extension of the Total Loan Revolving Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to Termination Date; (v) each of the Banks based on REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties; (vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and (vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice the conditions set forth in clauses (i) through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been or were required to be delivered under Section 5.1(a) or (b)). (b) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be irrevocableextended to August 9, 2027. If the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option, upon satisfaction of the conditions set forth in Section 2.5(a) (so long as the date is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), the Revolving Loan Commitment Termination Date shall be extended to February 9, 2028.

Extension Option. (a) The Borrower may shall have one option (each an “Extension Option”) to extend the Maturity Stated Termination Date two (2) times only for a period of six (6) months per extension upon by one-year, subject to satisfaction of the following terms and conditions for each extension: conditions: (i) delivery by Borrower of a the Administrative Agent shall have received written notice to Administrative Agent (an “Extension Notice”) on or before a date that is of the extension request at least 30 days, but not more than one hundred twenty (120) days nor less than one (1) month 90 days, prior to the then-scheduled Maturity Stated Termination Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as ; (ii) all of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are shall be true and true and correct on in all material respects (other than those representations and as of the date of such Extension Notice (except in those cases where such representation warranties that are expressly qualified by a Material Adverse Effect or warranty expressly relates to an earlier dateother materiality qualifier, in which case such representations and warranties were shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), and ; (yiii) no Event of Default has occurred and is continuing; (ii) no or Event of Default shall exist, or would immediately result from, such extension of the Stated Termination Date; (iv) each of the Borrower and any other Loan Parties shall have occurred ratified their obligations under the Loan Documents to which they are parties pursuant to an agreement in form and be continuing on substance satisfactory to the original Maturity Date Administrative Agent; (an “Extension Date”); and (iiiv) Borrower shall pay the payment to the Administrative Agent on or before such Extension Date a for the ratable benefit of the Revolving Lenders of an extension fee equal to 0.0625of 0.15% of the Total Loan Aggregate Revolving Commitment on Amount at the time of such Extension Date for each extension; (vi) the Borrower shall have paid all of Administrative Agent’s expenses incurred in respect of the extension, which fee shall be distributed by including reasonable attorneys’ fees; and (vii) the Administrative Agent pro rata to shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery conditions set forth in the preceding clauses (i) through (vi) has been satisfied and that the Borrower is in compliance with all the Financial Covenants both immediately before and immediately after giving effect to such extension. (b) On the date of an Extension Notice the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Revolving Commitment Termination Date), the Stated Termination Date shall be irrevocableextended by one calendar year.

Extension Option. Borrower may extend the Maturity Date two times only for two (2) times only for a period periods of six one (61) months per extension year each upon satisfaction of the following terms and conditions for each extensionconditions: (i) delivery by Borrower of a written notice to Administrative Agent (an “the "Extension Notice”") on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled then applicable Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such the Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s 's knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such the Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Default or Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing both on the date Borrower delivers the Extension Notice and on the original Maturity Date or on the Maturity Date as so extended, in the case of the second Extension Notice (an “in either case, the "Extension Date”"); , and (iii) Borrower shall pay to Administrative Agent on or before such (x) the first Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such the first Extension Date, and (y) the second Extension Date for each extensiona fee equal to 0.10% of the Total Loan Commitment on the second Extension Date, which fee fees shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s 's Pro Rata Share. Borrower’s 's delivery of an the Extension Notice Notices shall be irrevocable.

Extension Option. (a) The Borrower may extend shall have the Maturity option of extending the Revolving Commitment Termination Date for two (2) times only for a period periods of six (6) months per extension upon each (each such option, the “Extension Option”), in each case subject to satisfaction of the following terms and conditions for each extension: conditions: (i) delivery by Borrower of a the Administrative Agent shall have received written notice to Administrative Agent of the extension request at least sixty (an “Extension Notice”60) on or before a date that is days, but not more than one hundred hundred-twenty (120) days nor less than one (1) month days, prior to the then-scheduled Maturity Date, Revolving Commitment Termination Date or the date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Notice Option; (ii) the payment to the Administrative Agent shall promptly deliver to for the Banks, which Extension Notice shall include a certification dated as ratable benefit of the date Lenders of an extension fee of 0.075% of the aggregate principal amount of the Revolving Commitments so extended at the time of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best extension; (iii) all of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement the Loan Documentation shall be true and in each of the other Loan Documents are true and correct on in all material respects (other than those representations and as of the date of such Extension Notice (except in those cases where such representation warranties that are expressly qualified by a Material Adverse Effect or warranty expressly relates to an earlier dateother materiality, in which case such representations and warranties were shall be true and correct in all respects) as of the date of the effectiveness of such extension (or, if such representation or warranty relates to an earlier date, as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), and ; (yiv) no Event of Default has occurred and is continuing; (ii) no or Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on continuing, or before would immediately result from, such Extension Date a fee equal to 0.0625% extension of the Total Loan Revolving Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to Termination Date; (v) each of the Banks based on REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties; (vi) the Borrower shall have paid all of Administrative Agent’s actual, reasonable expenses incurred in respect of the extension, including reasonable and documented out-of-pocket attorneys’ fees to the extent such fees and expense are required to be paid pursuant to the Loan Documents; and (vii) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice the conditions set forth in clauses (i) through (vi) has been satisfied and that the Borrower is in compliance with all the financial covenants set forth in Article VI both immediately before and immediately after giving effect to such extension (for the most recently ended four (4) Fiscal Quarters for which financial statements have been or were required to be delivered under Section 5.1(a) or (b)). (b) On the date of the satisfaction of the conditions set forth in Section 2.5(a) (so long as such date is prior to the Revolving Loan Commitment Termination Date), the Revolving Loan Commitment Termination Date shall be irrevocableextended to August 8, 2023. If the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option, upon satisfaction of the conditions set forth in Section 2.5(a) (so long as the date is prior to date to which the Revolving Commitment Termination Date has been extended pursuant to the first Extension Option), the Revolving Loan Commitment Termination Date shall be extended to February 8 2024.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) 0.0625% of the Total Loan Commitment on such Extension Date for each the first extension and (y) 0.075% of the Total Loan Commitment for the second extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. The Borrower may request that the Maturity Date be extended for one additional 364-day period by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent. If a Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Loans will be extended for an additional 364-day period from the then existing Maturity Date (the “Existing Maturity Date”) and such extended Maturity Date shall become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) Extenders represent more than 50% of the outstanding principal amount of the Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated and (iv) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.05% of the principal amount of the Loans for which the Maturity Date is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for extension (a “Declining Lender”) will have its Loan mature on the Existing Maturity Date; provided that if any Declining Lender assigns pursuant to Section 9.6(c) all or any portion of its Loan prior to the replacement of such Lender and the Assignee of such Loan (an “Extending Assignee”) agrees to extend the Maturity Date of such assigned Loan until the latest applicable Maturity Date of other then existing Loans that have been extended pursuant to this Section 2.18, then the Maturity Date of such assigned Loan shall automatically be extended to the latest applicable Maturity Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments to purchase Loans held by any Declining Lenders from third party financial institutions (“Extending New Lenders”) subject to the consent of the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld) in an amount up to the aggregate outstanding principal amount of such Loans held by one or more Declining Lenders. An Extending New Lender or a Lender may replace a Declining Lender in whole or in part pursuant to Section 2.17; provided, in the event of a partial replacement, the aggregate outstanding principal amount of the Loans held by such Declining Lender after effectuating such partial replacement shall equal at least $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). The Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not no more than one hundred twenty (120) days nor less than one (1) month prior once following the Closing Date pursuant to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableSection 2.18.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) for the first extension, 0.0625% of the Total Loan Commitment and (y) for the second extension, 0.075% of the Total Loan Commitment, in each case on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.