Common use of Maturity Date Extension Option Clause in Contracts

Maturity Date Extension Option. (a) The Maturity Date may be extended to the first anniversary of the then applicable Maturity Date, at the sole discretion of each of the Banks, upon receipt from the Company of an Extension Request delivered to the Agent not earlier than ninety (90) days and not later than sixty (60) days prior to the date which is three (3) years prior to the then existing Maturity Date. No such extension shall be effective as to a particular Bank without the approval of such extension by such Bank. Approval or disapproval of each such extension shall be in the sole and absolute discretion of each Bank. Each Bank shall notify the Agent and the Company, in writing and within 30 days of receipt of an Extension Request, whether it will extend the Maturity Date. If all Banks approve such extension on or before the date for which the request is made, the Maturity Date shall be extended to the first anniversary of the then effective Maturity Date. (b) If any Bank elects not to extend the Maturity Date, or does not give notice of its election to extend the Maturity Date on or before the date which is thirty (30) days before the date which is three (3) years prior to the previously applicable Maturity Date, the Company may, at its option to be exercised in its sole discretion, by delivery of written notice to all of the Banks at any time prior to the previously applicable Maturity Date, either: (i) Repay all Loans from the non-renewing Bank(s), reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Commitment of the non-renewing Bank(s) effective on the date of repayment of the non-renewing Bank(s) (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date of repayment of the non-renewing Bank(s), and extend the Maturity Date by one year as to the renewing Banks; or (ii) Reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Loans of the non-renewing Bank(s) effective on a date specified by the Company (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date specified by the Company as provided above, extend the Maturity Date by one year as to the renewing Banks and retain the Non-Renewing Bank Loan Maturity Date as the date of maturity of principal of the Pro Rata Share of Loan proceeds disbursed by the non-renewing Bank(s); or (iii) Identify an Eligible Assignee to purchase, without recourse, at par, all or the remaining portion of the non-renewing Bank's Commitment on or before the Non-Renewing Bank Loan Maturity Date for such Bank. Such Eligible Assignee must agree to a Maturity Date which is coterminous with the Maturity Date for all of the renewing Banks and must be approved by the Agent, which approval shall not be unreasonably withheld or delayed.

Maturity Date Extension Option. (a1) The Maturity Date may be extended to the first anniversary of the then applicable Maturity Date, at the sole discretion of each of the Banks, upon receipt from the Company of an Extension Request delivered to the Agent not earlier than ninety one hundred twenty (90120) days and not later than sixty ninety (6090) days prior to the date which is three (3) years prior to the then existing Maturity Date. No such extension shall be effective as to a particular Bank without the approval of such extension by such Bank. Approval or disapproval of each such extension shall be in the sole and absolute discretion of each Bank. Each Bank shall notify the Agent and the Company, in writing and within 30 days of receipt of an Extension Request, whether it will extend the Maturity Date. Failure by any Bank to respond within such 30 day period shall be deemed to be an election by such Bank not to extend. If all Banks holding at least 80% of the Total Aggregate Commitment approve such extension on or before the date for which the request is madewithin such 30 day period, the Maturity Date shall be extended to the first anniversary of the then effective Maturity Date. Without limiting the sole discretion of each of the Banks as to whether or not to agree to any requested extension, the parties hereto acknowledge that one of the conditions to any such extension will likely be the requirement that the Company pay an extension fee, negotiated at the time of the Extension Request, which shall be due and payable upon any such extension. (b2) If any Bank elects not to extend the Maturity Date, or does not give notice of its election to extend the Maturity Date on or before the date which is thirty (30) days before following the date which is three (3) years prior to the previously applicable Maturity Datereceipt of an Extension Request, the Company may, at its option to be exercised in its sole discretion, by delivery of written notice to all of the Banks at any time prior to the previously applicable Maturity Date, either: (i1) Repay all Loans from the non-renewing Bank(s), reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Commitment of the non-renewing Bank(s) effective on the date of repayment of the non-renewing Bank(s) (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date of repayment of the non-renewing Bank(s), and extend the Maturity Date by one year as to the renewing Banks; or (ii2) Reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Loans of the non-renewing Bank(s) effective on a date specified by the Company (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date specified by the Company as provided above, extend the Maturity Date by one year as to the renewing Banks and retain the Non-Renewing Bank Loan Maturity Date as the date of maturity of principal of the Pro Rata Share of Loan proceeds disbursed by the non-renewing Bank(s); or (iii3) Identify an Eligible Assignee to purchase, without recourse, at par, all or the remaining portion of the non-renewing Bank's Commitment on or before the Non-Renewing Bank Loan Maturity Date for such Bank. Such Eligible Assignee must agree to a Maturity Date which is coterminous with the Maturity Date for all of the renewing Banks and must be approved by the Agent, which approval shall not be unreasonably withheld or delayed.

Maturity Date Extension Option. (a) The Maturity Date may be extended to the first anniversary of the then applicable Maturity Dateextended, at the sole discretion of each of the Banks, upon receipt on each successive anniversary of the date of THIS AGREEMENT (EACH SUCH DATE, AN "EXTENSION DATE"), in each case to the date one year from the Maturity Date in effect at such time. If the Company wishes to request an extension of the Maturity Date on any Extension Date, it shall deliver an Extension Request delivered to the Administrative Agent not earlier than ninety (90) days and not later than sixty (60) days prior to the date which is three (3) years prior to the then existing Maturity such Extension Date. No such extension shall be effective as to a particular Bank without the approval of such extension by such Bank. Approval or disapproval of each such extension shall be in the sole and absolute discretion of each Bank. Each Bank shall notify the Administrative Agent and the Company, in writing and within 30 days of receipt of an Extension Request, whether it will extend the Maturity Date. If all at least 90% of the Banks (based on their Pro Rata Shares) approve such extension on or before the date for which the request is madeextension, the Maturity Date shall be extended to the first anniversary of date one year from the then effective Maturity Date. If such extension is not approved by at least such 90% of the Banks, the Maturity Date then in effect will be retained, unless such non-consenting Banks are repaid or replaced as set forth below. (b) If any Bank elects not to extend the Maturity Date, or does not give notice of its election to extend the Maturity Date on or before the date which is thirty (30) days before the date which is three (3) years prior to the previously applicable Maturity Extension Date, the Company may, at its option to be exercised in its sole discretion, by delivery of written notice to all of the Banks at any time prior to the previously applicable Maturity Date, either: (i) Repay all Loans from the non-renewing Bank(s), reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Commitment of the non-renewing Bank(s) effective on the date of repayment of the non-renewing Bank(s) (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date of repayment of the non-renewing Bank(s), and extend the Maturity Date by one year as to the renewing Banks; or (ii) Reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Loans of the non-renewing Bank(s) effective on a date specified by the Company (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments Pro Rata Shares of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date specified by the Company as provided above, extend the Maturity Date by one year as to the renewing Banks and retain the Non-Renewing Bank Loan Maturity Date as the date of maturity of principal of the Pro Rata Share of Loan proceeds disbursed by the non-renewing Bank(s); or (iii) Identify an Eligible Assignee to purchase, without recourse, at par, all or the remaining portion of the non-renewing Bank's Commitment on or before the Non-Renewing Bank Loan Maturity Date for such Bank. Such Eligible Assignee must agree to a Maturity Date which is coterminous with the extended Maturity Date for all of the renewing Banks and must be approved by the Administrative Agent, which approval shall not be unreasonably withheld or delayed. (c) In connection with each extension of the Maturity Date, the Company shall pay to the Administrative Agent for the account of each renewing Bank an extension fee in an amount to be negotiated by the Administrative Agent and the Company at the time the Company delivers the applicable Extension Request to the Administrative Agent, which extension fee shall be payable in full on the applicable Extension Date.

Maturity Date Extension Option. (a) The Revolving Loans Maturity Date may be extended to the first anniversary of the then applicable Revolving Loans Maturity Date, at the sole discretion of each of the Banks, upon receipt from the Company of an Extension Request delivered to the Agent not earlier than ninety (90) days and not later than sixty (60) days prior to the date which is three two (32) years prior to the then existing Revolving Loans Maturity Date. No such extension shall be effective as to a particular Bank without the approval of such extension by such Bank, and no Bank may agree to an extension of the applicable Revolving Loan's Maturity Date without concurrently agreeing to an extension of the applicable Term Loan Conversion Date (and any Bank that agrees to an extension of the application Revolving Loan's Maturity Date shall automatically be deemed to have agreed to an extension of the applicable Term Loan Conversion Date pursuant to Section 3.10.5 hereof). Approval or disapproval of each such extension shall be in the sole and absolute discretion of each Bank. Each Bank shall notify the Agent and the Company, in writing and within 30 days of receipt of an Extension Request, whether it will extend the Revolving Loans Maturity Date. If all Banks approve such extension on or before the date for which the request is made, the Revolving Loans Maturity Date shall be extended to the first anniversary of the then effective Revolving Loans Maturity Date. (b) If any Bank elects not to extend the Revolving Loans Maturity Date, or does not give notice of its election to extend the Revolving Loans Maturity Date on or before the date which is thirty (30) days before the date which is three two (32) years prior to the previously applicable Revolving Loans Maturity Date, the Company may, at its option to be exercised in its sole discretion, by delivery of written notice to all of the Banks at any time prior to the previously applicable Revolving Loans Maturity Date, either: (i) Repay all Revolving Loans from the non-renewing Bank(s), reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Commitment Revolving Loans of the non-renewing Bank(s) effective on the date of repayment of the non-renewing Bank(s) (which date must be on or before the Non-Renewing Bank Loan Revolving Loans Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date of repayment of the non-renewing Bank(s), and extend the Revolving Loans Maturity Date by one year as to the renewing Banks; or (ii) Reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Revolving Loans of the non-renewing Bank(s) effective on a date specified by the Company (which date must be on or before the Non-Renewing Bank Loan Revolving Loans Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date specified by the Company as provided above, extend the Revolving Loans Maturity Date by one year as to the renewing Banks and retain the Non-Renewing Bank Loan Revolving Loans Maturity Date as the date of maturity of principal of the Pro Rata Share of Revolving Loan proceeds disbursed by the non-renewing Bank(s)Banks; or (iii) Identify an Eligible Assignee to purchase, without recourse, at par, all or the remaining portion of the non-renewing Bank's Commitment on or before the Non-Renewing Bank Loan Revolving Loans Maturity Date for such Bank. Such Eligible Assignee must agree to a Revolving Loans Maturity Date and a Term Loan Election Date which is coterminous with the Revolving Loans Maturity Date and the Term Loan Election Date for all of the renewing Banks and must be approved by the Agent, which approval shall not be unreasonably withheld or delayed.

Maturity Date Extension Option. (a1) The Maturity Date may be extended to the first anniversary of the then applicable Maturity Date, at the sole discretion of each of the Banks, upon receipt from the Company of an Extension Request delivered to the Agent not earlier than ninety (90) days and not later than sixty thirty (6030) days prior to the date which is three two (32) years prior to the then existing Maturity Date. No such extension shall be effective as to a particular Bank without the approval of such extension by such Bank and the payment to such Bank of an extension fee as required by such Bank. Approval or disapproval of each such extension shall be in the sole and absolute discretion of each Bank. Each Bank shall notify the Agent and the Company, in writing and within 30 days of receipt of an Extension Request, whether it will extend the Maturity Date. If all Banks holding at least 80% of the Total Aggregate Commitment approve such extension on or before the date for which the request is madewithin such 30-day period, the Maturity Date shall be extended to the first anniversary of the then effective Maturity Date. (b2) If any Bank elects not to extend the Maturity Date, or does not give notice of its election to extend the Maturity Date on or before the date which is thirty (30) days before following the date which is three (3) years prior to the previously applicable Maturity Datereceipt of an Extension Request, the Company may, at its option to be exercised in its sole discretion, by delivery of written notice to all of the Banks at any time prior to the previously applicable Maturity Date, either: (i1) Repay all Loans from the non-renewing Bank(s), reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Commitment of the non-renewing Bank(s) effective on the date of repayment of the non-renewing Bank(s) (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date of repayment of the non-renewing Bank(s), and extend the Maturity Date by one year as to the renewing Banks; or (ii2) Reduce the Total Aggregate Commitment by an amount equal to the Pro Rata Share of the Loans of the non-renewing Bank(s) effective on a date specified by the Company (which date must be on or before the Non-Renewing Bank Loan Maturity Date), amend the Commitments of the renewing Banks to reflect a ratable allocation of the Total Aggregate Commitment as thus reduced, effective as of the date specified by the Company as provided above, extend the Maturity Date by one year as to the renewing Banks and retain the Non-Renewing Bank Loan Maturity Date as the date of maturity of principal of the Pro Rata Share of Loan proceeds disbursed by the non-renewing Bank(s); or (iii3) Identify an Eligible Assignee to purchase, without recourse, at par, all or the remaining portion of the non-renewing Bank's Commitment on or before the Non-Renewing Bank Loan Maturity Date for such Bank. Such Eligible Assignee must agree to a Maturity Date which is coterminous with the Maturity Date for all of the renewing Banks and must be approved by the Agent, which approval shall not be unreasonably withheld or delayed.