Common use of Maturity Extension Clause in Contracts

Maturity Extension. The Borrowers may elect to extend the Scheduled Maturity Date to a date that is no later than thirty (30) days following the initial Scheduled Maturity Date; provided that in no event shall the Scheduled Maturity Date extend beyond the date that is the last Business Day on or before the date that is 183 days after the Closing Date (the “Facility Extension Option”), and the Scheduled Maturity Date shall be so extended upon the satisfaction (or waiver, in writing by the Required Lenders) of the following conditions precedent: (a) the Borrower shall have provided written notice to the Administrative Agent not less than 15 days and not more than 30 days prior to the initial Scheduled Maturity Date of its intention to exercise the Facility Extension Option; (b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent for the account of each Lender on the Scheduled Maturity Date, an extension premium in the amount of 3.0% of the aggregate principal amount of the Term Loans of such Lender then outstanding on the initial Scheduled Maturity Date, which amount shall be paid-in-kind and capitalized to the aggregate principal amount of the Term Loans; (c) as of the initial Scheduled Maturity Date, (i) no Default or Event of Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article 3 hereof and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, Material Adverse Effect or words of similar import, in all respects) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall have been true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, Material Adverse Effect or words of similar import, in all respects) as of such earlier date; and (iii) the Borrower shall have delivered to the Administrative Agent a certificate, dated the Scheduled Maturity Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in this clause; and (i) the Borrowers shall have paid all fees and premiums due and payable pursuant to and in accordance with this Agreement and the Commitment Letter prior to or as of the initial Scheduled Maturity Date and (ii) the Administrative Agent and the Lenders shall have been reimbursed for all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of each of (i) Xxxxxxx and Xxxxxx, LLP, counsel for the Administrative Agent and (ii) the Ad Hoc Group Advisors), required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document prior to or as of the initial Scheduled Maturity Date.

Maturity Extension. The Borrowers may elect Borrower shall have the right to extend the Scheduled Original Term Loan Maturity Date to a date that is no later than thirty (30) days following the initial Scheduled Maturity Date; provided that in no event shall the Scheduled Extended Term Loan Maturity Date extend beyond the date that is the last Business Day on or before the date that is 183 days after the Closing Date (the “Facility Extension Option”), upon satisfying each and the Scheduled Maturity Date shall be so extended upon the satisfaction (or waiver, in writing by the Required Lenders) every of the following conditions precedent: (a) the conditions: Borrower shall have provided delivered written notice to the Administrative Agent not less than 15 days and requesting the extension not more than 30 ninety (90) days or less than forty-five (45) days prior to the initial Scheduled Maturity Date of its intention to exercise the Facility Extension Option; (b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent for the account of each Lender on the Scheduled Maturity Date, an extension premium in the amount of 3.0% of the aggregate principal amount of the Original Term Loans of such Lender then outstanding on the initial Scheduled Loan Maturity Date, which amount notice shall be paid-in-kind (A) clearly and capitalized explicitly state that Borrower is exercising the option to extend the Original Term Loan Maturity Date to the aggregate principal amount of the Extended Term Loans; (c) as of the initial Scheduled Loan Maturity Date, (iB) be delivered in the manner specified for delivery of notices pursuant to the provisions of this Agreement to the notice parties for Administrative Agent set forth herein (as said notice parties and addresses may have been amended pursuant to the provisions of this Agreement), (C) contain Borrower’s certification that (x) there is no existing Default or Event of Default under this Agreement or the other Loan Documents, and (y) contain a certification that Borrower has no offsets, defenses or counterclaims with respect to the Credit Facility, this Agreement or the other Loan Documents; Borrower shall have occurred and pay to Administrative Agent an extension fee equal to five (5) basis points of the Term Commitment as of the Original Term Loan Maturity Date, which extension fee shall be continuingpaid to Administrative Agent not later than the Original Term Loan Maturity Date; There is no existing Default or Event of Default as of the date of delivery of the notice required in subsection (iia) or as of the Original Term Loan Maturity Date; All the representations and warranties set forth in Article 3 hereof and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, Material Adverse Effect or words of similar import, in all respects) on and as of the Closing Date with date of delivery of the same effect as though made on notice required in subsection (a) and as of such datethe Original Term Loan Maturity Date, except to the extent any such representations and warranties expressly relate representation or warranty relates to an earlier date, in which case they shall have been true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, Material Adverse Effect or words of similar import, in all respects) as of such a specific earlier date; Borrower shall execute all amendments to the Loan Documents reasonably required by Administrative Agent in connection with such extension; and (iii) the Borrower shall have delivered to the reimbursed Administrative Agent a certificate, dated the Scheduled Maturity Date for all costs and signed by a Responsible Officer expenses of the Borrower, confirming compliance Administrative Agent in connection with the conditions set forth in this clause; and (i) the Borrowers shall have paid all fees and premiums due and payable pursuant to and in accordance with this Agreement and the Commitment Letter prior to or as exercise of the initial Scheduled Maturity Date and (ii) the Administrative Agent and the Lenders shall have been reimbursed for all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of each of (i) Xxxxxxx and Xxxxxx, LLP, counsel for the Administrative Agent and (ii) the Ad Hoc Group Advisors), required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document prior to or as of the initial Scheduled Maturity Datesuch extension option.

Maturity Extension. The Borrowers Borrower may elect to extend the Scheduled Maturity Date to a date that is no later than thirty the earlier of (30x) 180 days following the initial Scheduled Maturity Date; provided that in no event shall Date (or if such day is not a Business Day, the Scheduled immediately preceding Business Day) and (y) the Extended BrandCo DIP Facility Maturity Date extend beyond the date that is the last Business Day on or before the date that is 183 days after the Closing Date (the “Facility Extension Option”), and the Scheduled Maturity Date shall be so extended upon the satisfaction (or waiver, in writing by the Required Lenders) of the following conditions precedent: (a) : the Borrower shall have provided written notice to the Administrative Agent Agent, which notice may be provided via electronic mail, not less than 15 days and not more than 30 60 days prior to the initial Scheduled Maturity Date of its intention to exercise the Facility Extension Option; (b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent for the account of each Lender on the Scheduled Maturity Date, an extension premium in the amount of 3.0% of the aggregate principal amount of the Term Loans of such Lender then outstanding on the initial Scheduled Maturity Date, which amount shall be paid-in-kind and capitalized to the aggregate principal amount of the Term Loans; (c) ; as of the initial Scheduled Maturity Date, (i) no Default or Event of Default shall have occurred and be is continuing; , (ii) each of the representations and warranties set forth made by any Loan Party in Article 3 hereof and in each other or pursuant to any of the Loan Document Documents shall be true and correct in all material respects (or, and in the case of all respects if any representations and warranties such representation or warranty is already qualified by materiality, materiality or a Material Adverse Effect or words of similar import, in all respectsEffect) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier datedate or period, in which case they such representations and warranties shall have been true and correct in all material respects (or, and in the case of all respects if any representations and warranties such representation or warranty is already qualified by materiality, materiality or a Material Adverse Effect or words of similar import, in all respectsEffect) as of such earlier date; date or respective period, and (iii) the Borrower shall have delivered to the Administrative Agent a certificate, dated the Scheduled Maturity Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in this clause; and (i) the Borrowers shall have paid all fees and premiums due and payable pursuant to and in accordance with this Agreement and the Commitment Letter prior to or as of the initial Scheduled Maturity Date and (ii) the Administrative Agent and the Lenders shall have been reimbursed for all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of each of (i) Xxxxxxx and Xxxxxx, LLP, counsel for the Administrative Agent and (ii) the Ad Hoc Group Advisors), required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document prior to or as of the initial Scheduled Maturity Date.

Maturity Extension. The Borrowers Borrower may elect to extend the Scheduled Maturity Date to a date that is no later than thirty (30) 180 days following the initial Scheduled Maturity Date; provided that in no event shall Date (or if such day is not a Business Day, the Scheduled Maturity Date extend beyond the date that is the last immediately preceding Business Day on or before the date that is 183 days after the Closing Date Day) (the “Facility Extension Option”), and the Scheduled Maturity Date shall be so extended upon the satisfaction (or waiver, in writing by the Required Lenders) of the following conditions precedent: (a) the Borrower shall have provided written notice to the Administrative Agent not less than 15 days and not more than 30 60 days prior to the initial Scheduled Maturity Date of its intention to exercise the Facility Extension Option; (b) the Borrower shall have paid, or caused to be paid, to the Administrative Agent for the account of each Lender on the Scheduled Maturity Date, an extension premium in the amount of 3.00.50% of the sum of (i) the unused Commitments of such Lender then in effect (if any), and (ii) the aggregate unpaid principal amount of the Term Loans of such Lender then outstanding on the initial Scheduled Maturity Date, which amount shall be paid-in-kind and capitalized to the aggregate principal amount of the Term Loans;; and (c) as of the initial Scheduled Maturity Date, (i) no Default or Event of Default shall have occurred and be is continuing; , (ii) each of the representations and warranties set forth made by any Loan Party in Article 3 hereof and in each other or pursuant to any of the Loan Document Documents shall be true and correct in all material respects (or, and in the case of all respects if any representations and warranties such representation or warranty is already qualified by materiality, materiality or a Material Adverse Effect or words of similar import, in all respectsEffect) on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier datedate or period, in which case they such representations and warranties shall have been true and correct in all material respects (or, and in the case of all respects if any representations and warranties such representation or warranty is already qualified by materiality, materiality or a Material Adverse Effect or words of similar import, in all respectsEffect) as of such earlier date; date or respective period, and (iii) the Borrower shall have delivered to the Administrative Agent a certificate, dated the Scheduled Maturity Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in this clause; and (i) the Borrowers shall have paid all fees and premiums due and payable pursuant to and in accordance with this Agreement and the Commitment Letter prior to or as of the initial Scheduled Maturity Date and (ii) the Administrative Agent and the Lenders shall have been reimbursed for all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of each of (i) Xxxxxxx and Xxxxxx, LLP, counsel for the Administrative Agent and (ii) the Ad Hoc Group Advisors), required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document prior to or as of the initial Scheduled Maturity Date.