Common use of Revolving Termination Date Clause in Contracts

Revolving Termination Date. (a) The Revolving Commitments shall terminate and each Bank shall be relieved of its obligations to make any Revolving Loan on the Revolving Termination Date. The Borrowers may from time to time request an extension of the Revolving Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Revolving Termination Date. The Revolving Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Revolving Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent to any such Commitment Termination Date Extension Request. (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in the aggregate, 80% or more of the Revolving Commitments, but less than 100% of the Revolving Commitments, on or prior to the 30th day preceding the then scheduled Revolving Termination Date, the Agent shall so notify (the date of such notice being the "Notice Date") the Borrowers and the Borrowers shall have the right to seek a substitute bank or banks (the "New Banks") which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Agent and the Borrowers (which may be one or more of the Banks) to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date Extension Request by such time; provided, that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks' Commitments, Loans, L/C Obligations and L/C Advances, so the Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any Revolving Termination Date shall not have been extended pursuant to clause (a) above, the Borrowers shall elect, by delivering to the Agent at least four Business Days' prior to the then scheduled Revolving Termination Date a written notice of election, either (i) not to extend such Revolving Termination Date, in which case such Revolving Termination Date shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Commitment Termination Date Extension Request or (ii) if the aggregate Revolving Commitments of the Banks who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent at least 80% of the Revolving Commitments, to extend such current Revolving Termination Date, in which case (x) the Revolving Termination Date shall be extended for an additional period of one year from the then scheduled Revolving Termination Date, and (y) the Revolving Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to the aggregate of the Revolving Commitments of the Banks who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date, plus the aggregate Revolving Commitments of the New Banks and (z) the Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to (1) the aggregate of the Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date plus (2) the aggregate Commitments of the New Banks, and the Borrowers shall pay (such payment to be made on such Revolving Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrowers shall not have delivered such a written notice of election to the Agent on or prior to the then scheduled Revolving Termination Date, such Revolving Termination Date shall not be extended.

Revolving Termination Date. The Credit Facility (subject to Section 2.2(a) with respect to Swingline Loans) shall terminate on the earliest of (a) The Revolving Commitments shall terminate and each Bank shall be relieved of its obligations to make any Revolving Loan on the Revolving Termination Date. The Borrowers may from time to time request an extension of the Revolving Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Revolving Termination Date. The Revolving Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Revolving Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent to any such Commitment Termination Date Extension Request. July 18, 2000 (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in the aggregate, 80% or more of the Revolving Commitments, but less than 100% of the Revolving Commitments, on or prior to the 30th day preceding the then scheduled Revolving Termination Date, the Agent shall so notify (the date of such notice being termination by the "Notice Date"Borrowers pursuant to Section 2.6(a), and (c) the Borrowers and date of termination by the Borrowers shall have the right to seek a substitute bank or banks (the "New Banks") which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Administrative Agent and the Borrowers (which may be one or more on behalf of the Banks) Lenders pursuant to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date Extension Request by such timeSection 11.2(a); provided, that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks' Commitments, Loans, L/C Obligations not earlier than the ninetieth (90th) day and L/C Advances, so not later than the Pro Rata Share of any New Bank sixtieth (60th) day prior to each of the Acquisition Commitmentsfirst and second anniversaries of the Closing Date (each, Revolving Commitmentsan "Extension Date"), LoansCCA REIT may, L/C Obligations and L/C Advances shall be by written notice (an "Extension Request") given to the same. If any Revolving Termination Date shall not have been extended pursuant to Administrative Agent, request that the date set forth in clause (a) aboveabove be extended in each such instance to a date that is one (1) year after such date then in effect. The Administrative Agent shall promptly advise each Lender of its receipt of any Extension Request and furnish each Lender with a copy thereof. Each Lender may, the Borrowers shall electin its sole discretion, consent to a requested extension by delivering giving written notice thereof to the Administrative Agent at least four not later than the Business Days' prior to Day (the then scheduled Revolving Termination Date a written notice "Extension Confirmation Date") immediately preceding the date which is thirty (30) days after receipt of election, either (i) not the Extension Request. No Lender shall be under any obligation or commitment to extend such Revolving Termination Date, in which case date and no such Revolving Termination obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.7. Failure on the part of any Lender to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Lender. The requested extension shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Commitment Termination Date Extension Request or (ii) if the aggregate Revolving granted unless Lenders holding Commitments of the Banks who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent aggregating at least 80% of the Revolving CommitmentsAggregate Commitment as of the date the Extension Request is given shall have consented in writing to such extension. If Lenders holding Commitments aggregating less than 100% but equal to or greater than 80% of such Aggregate Commitment so consent to such an extension, CCA REIT may elect by written notice to extend the Administrative Agent and Lenders to (i) continue the Credit Facility for such current Revolving Termination Dateadditional period with an Aggregate Commitment equal to the then effective Aggregate Commitment less the total Commitments of Lenders who have not consented to such an extension ("Non-Consenting Lenders") or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 13.9) its Commitment and other interests, in rights and obligations under this Agreement to an Eligible Assignee, which case shall assume such obligations; provided that (xA) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the expense of the Borrowers and (C) the Revolving Termination Date purchase price to be paid to such Non-Consenting Lender shall be extended for an additional period of one year from the then scheduled Revolving Termination Date, and (y) the Revolving Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to the aggregate outstanding principal amount of Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender hereunder. Promptly following the Revolving Commitments applicable Extension Confirmation Date and in any event within five (5) Business Days, the Administrative Agent shall provide notice to CCA REIT in writing as to whether the requested extension has been granted and, if applicable, the list of the Banks who had delivered duly executed counterparts of a Commitment Termination Date Non-Consenting Lenders (an "Extension Request on or prior Confirmation Notice"). If granted, such extension shall become effective with respect to each Lender consenting thereto pursuant to the 30th day preceding terms hereof upon the then scheduled Revolving Termination Date, plus the aggregate Revolving Commitments date of the New Banks and (z) the Commitments issuance of such Extension Confirmation Notice. The Administrative Agent shall be reduced on the then scheduled Revolving Termination Date to an amount equal to (1) the aggregate promptly thereafter provide a copy of the Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date such Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date plus (2) the aggregate Commitments of the New Banks, and the Borrowers shall pay (such payment to be made on such Revolving Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing Confirmation Notice to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrowers shall not have delivered such a written notice of election to the Agent on or prior to the then scheduled Revolving Termination Date, such Revolving Termination Date shall not be extendedLender.

Revolving Termination Date. The Credit Facility (subject to Section 2.2(a) with respect to Swingline Loans) shall terminate on the earliest of (a) The Revolving Commitments shall terminate and each Bank shall be relieved of its obligations to make any Revolving Loan on the Revolving Termination Date. The Borrowers may from time to time request an extension of the Revolving Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Revolving Termination Date. The Revolving Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Revolving Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent to any such Commitment Termination Date Extension Request. September 6, 1999 (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in the aggregate, 80% or more of the Revolving Commitments, but less than 100% of the Revolving Commitments, on or prior to the 30th day preceding the then scheduled Revolving Termination Date, the Agent shall so notify (the date of such notice being termination by the "Notice Date"Borrower pursuant to Section 2.6(a), and (c) the Borrowers and date of termination by the Borrowers shall have the right to seek a substitute bank or banks (the "New Banks") which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Administrative Agent and the Borrowers (which may be one or more on behalf of the Banks) Lenders pursuant to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date Extension Request by such timeSection 11.2(a); provided, that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks' Commitments, Loans, L/C Obligations not earlier than the ninetieth (90th) day and L/C Advances, so not later than the Pro Rata Share of any New Bank sixtieth (60th) day prior to each of the Acquisition Commitmentssecond and third anniversaries of the Closing Date (each, Revolving Commitmentsan "Extension Date"), Loansthe Borrower may, L/C Obligations and L/C Advances shall be by written notice (an "Extension Request") given to the same. If any Revolving Termination Date shall not have been extended pursuant to Administrative Agent, request that the date set forth in clause (a) aboveabove be extended in each such instance to a date that is one (1) year after such date then in effect; provided, the Borrowers however, that such date shall electnot thereby be extended beyond September 6, 2001. The Administrative Agent shall promptly advise each Lender of its receipt of any Extension Request and furnish each Lender with a copy thereof. Each Lender may, in its sole discretion, consent to a requested extension by delivering giving written notice thereof to the Administrative Agent at least four not later than the Business Days' prior to Day (the then scheduled Revolving Termination Date a written notice "Extension Confirmation Date") immediately preceding the date which is sixteen (16) days after receipt of election, either (i) not the Extension Request. No Lender shall be under any obligation or commitment to extend such Revolving Termination Date, in which case date and no such Revolving Termination obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.7. Failure on the part of any Lender to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Lender. The requested extension shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Commitment Termination Date Extension Request or (ii) if the aggregate Revolving granted unless Lenders holding Commitments of the Banks who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent aggregating at least 80% of the Revolving CommitmentsAggregate Commitment as of the date the Extension Request is given shall have consented in writing to such extension. If Lenders holding Commitments aggre gating less than 100% but equal to or greater than 80% of such Aggregate Commitment so consent to such an extension, the Borrower may elect by written notice to extend the Administrative Agent and Lenders to (i) continue the Credit Facility for such current Revolving Termination Dateadditional period with an Aggregate Commitment equal to the then effective Aggregate Commitment less the total Commitments of Lenders who have not consented to such an extension ("Non-Consenting Lenders") or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 13.9) its Commitment and other interests, in rights and obligations under this Agreement to an Eligible Assignee, which case shall assume such obligations; provided that (xA) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the expense of the Borrower and (C) the Revolving Termination Date purchase price to be paid to such Non-Consenting Lender shall be extended for an additional period of one year from the then scheduled Revolving Termination Date, and (y) the Revolving Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to the aggregate outstanding principal amount of Loans of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender hereunder. Promptly following the Revolving Commitments of applicable Extension Confirmation Date and in any event within five (5) Business Days, the Banks who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior Administrative Agent shall provide notice to the 30th day preceding Borrower in writing as to whether the then scheduled Revolving Termination Daterequested extension has been granted and, plus if applicable, the aggregate Revolving Commitments list of the New Banks and Non-Consenting Lenders (z) the Commitments an "Extension Confirmation Notice"). If granted, such extension shall be reduced on the then scheduled Revolving Termination Date become effective with respect to an amount equal to (1) the aggregate of the Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date Extension Request on or prior each Lender consenting thereto pursuant to the 30th day preceding terms hereof upon the then scheduled Revolving Termination Date plus (2) the aggregate Commitments date of the New Banks, and the Borrowers issuance of such Extension Confirmation Notice. The Administrative Agent shall pay (promptly thereafter provide a copy of such payment to be made on such Revolving Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing Extension Confirmation Notice to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrowers shall not have delivered such a written notice of election to the Agent on or prior to the then scheduled Revolving Termination Date, such Revolving Termination Date shall not be extendedLender.

Revolving Termination Date. (a) The Revolving Commitments shall terminate and each Bank shall be relieved of its obligations to make any Revolving Loan on the Revolving Termination Date. The Borrowers Borrower may from time to time request an extension of the Revolving Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Revolving Termination Date. The Revolving Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Revolving Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent consent, or condition its consent, to any such Commitment Termination Date Extension Request. (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in the aggregate, 80% or more of the Revolving Commitments, but less than 100% of the Revolving Commitments, on or prior to the 30th day preceding the then scheduled Revolving Termination Date, the Agent shall so notify (the date of such notice being the "Notice DateNOTICE DATE") the Borrowers Borrower, and the Borrowers Borrower shall have the right to seek a substitute bank or banks (the "New BanksNEW BANKS") which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Agent and the Borrowers Borrower (which may be one or more of the Banks) to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date Extension Request by such time; provided, that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks' Commitments, Loans, L/C Obligations and L/C Advances, so the Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any Revolving Termination Date shall not have been extended pursuant to clause (a) above, the Borrowers Borrower shall elect, by delivering to the Agent at least four Business Days' prior to the then scheduled Revolving Termination Date a written notice of election, either (i) not to extend such Revolving Termination Date, in which case such Revolving Termination Date shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Commitment Termination Date Extension Request or (ii) if the aggregate Revolving Commitments of the Banks who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent at least 80% of the Revolving Commitments, to extend such current Revolving Termination Date, in which case (x) the Revolving Termination Date shall be extended for an additional period of one year from the then scheduled Revolving Termination Date, and (y) the Revolving Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to the aggregate of the Revolving Commitments of the Banks who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date, plus the aggregate Revolving Commitments of the New Banks and (z) the Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to (1) the aggregate of the Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date plus (2) the aggregate Commitments of the New Banks, and the Borrowers Borrower shall pay (such payment to be made on such Revolving Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrowers Borrower shall not have delivered such a written notice of election to the Agent on or prior to the then scheduled Revolving Termination Date, such Revolving Termination Date shall not be extended.

Revolving Termination Date. (a) The Revolving Commitments shall terminate and each Bank shall be relieved of its obligations to make any Revolving Loan on the Revolving Termination Date. The Borrowers may from time to time request an extension of the Revolving Termination Date for an additional one-year period by executing and delivering to the Agent a Commitment Termination Date Extension Request at least 60 but not more than 90 days prior to the then scheduled Revolving Termination Date. The Revolving Termination Date shall be so extended if the Agent shall have received from each Bank on or prior to the 30th day preceding the then scheduled Revolving Termination Date a duly executed counterpart of such Commitment Termination Date Extension Request. Each Bank may in its sole and absolute discretion withhold its consent to any such Commitment Termination Date Extension Request. (b) Notwithstanding the foregoing, if the Agent shall have received duly executed counterparts of a Commitment Termination Date Extension Request from Banks representing, in the aggregate, 80% or more of the Revolving Commitments, but less than 100% of the Revolving Commitments, on or prior to the 30th day preceding the then scheduled Revolving Termination Date, the Agent shall so notify (the date of such notice being the "Notice Date") the Borrowers and the Borrowers shall have the right to seek a substitute bank or banks (the "New Banks") which New Banks would meet the requirements to be Eligible Assignees, acceptable to the Agent and the Borrowers (which may be one or more of the Banks) to replace the Bank or Banks which have not delivered a counterpart of such Commitment Termination Date Extension Request by such time; provided, provided that such New Banks shall replace such nonrenewing Banks on all such nonrenewing Banks' Commitments, Loans, L/C Obligations and L/C Advances, so the Pro Rata Share of any New Bank of the Acquisition Commitments, Revolving Commitments, Loans, L/C Obligations and L/C Advances shall be the same. If any Revolving Termination Date shall not have been extended pursuant to clause (a) above, the Borrowers shall elect, by delivering to the Agent at least four Business Days' prior to the then scheduled Revolving Termination Date a written notice of election, either (i) not to extend such Revolving Termination Date, in which case such Revolving Termination Date shall not be so extended for any Bank irrespective of whether such Bank has or has not sent its duly executed counterpart of the Commitment Termination Date Extension Request or (ii) if the aggregate Revolving Commitments of the Banks who have delivered duly executed counterparts of a Commitment Termination Date Extension Request represent at least 80% of the Revolving Commitments, to extend such current Revolving Termination Date, in which case (x) the Revolving Termination Date shall be extended for an additional period of one year from the then scheduled Revolving Termination Date, and (y) the Revolving Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to the aggregate of the Revolving Commitments of the Banks who had delivered duly executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day preceding the then scheduled Revolving Termination Date, plus the aggregate Revolving Commitments of the New Banks and (z) the Commitments shall be reduced on the then scheduled Revolving Termination Date to an amount equal to (1) the aggregate of the Commitments of the Banks who have delivered executed counterparts of a Commitment Termination Date Extension Request on or prior to the 30th day -40- 48 preceding the then scheduled Revolving Termination Date plus (2) the aggregate Commitments of the New Banks, and the Borrowers shall pay (such payment to be made on such Revolving Termination Date) in full all Revolving Loans and Acquisition Loans plus all accrued interest and fees (including any amounts owed under Section 4.4) owing to each such non-renewing Bank and each such non-renewing Bank (to the extent that such Loans have not been acquired by the new Banks) shall no longer have any Commitment for purposes of this Agreement and each other Loan Document. If the Borrowers shall not have delivered such a written notice of election to the Agent on or prior to the then scheduled Revolving Termination Date, such Revolving Termination Date shall not be extended.