Common use of Subsequent Extension Clause in Contracts

Subsequent Extension. In addition to the extension option set forth in the immediately preceding clause (a), the Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Lenders agree to extend the then current Termination Date by an additional year. To exercise such right the Borrower shall execute and deliver an Extension Request to the Administrative Agent at least 90 days but not more than 180 days prior to the then current Termination Date (as such date has been extended pursuant to subsection (a) above). If the Administrative Agent shall receive such a request, the Administrative Agent shall forward a copy of it to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of the applicable Extension Request and payment of the fee referred to in the following clause (z): (x) all of the Lenders, the Issuing Bank and the Swingline Lender shall have notified the Administrative Agent on or before the date 45 days prior to the current Termination Date that they accept such request; (y) 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 made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except to the extent otherwise 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 with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise 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 specifically and expressly permitted under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7. and (z) the Borrower shall have paid the Fees payable under Section 3.6.(f). Immediately prior to, or as of the date of, 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 (y)(A) and (y)(B). If any Lender shall not have notified the Administrative Agent on or prior to the date which is the date 45 days after receipt by the Lenders of such request that it accepts such Extension Request, the Termination Date shall not be extended except as otherwise permitted under the immediately following subsection (c). The Administrative Agent shall promptly notify the Borrower whether an Extension Request has been accepted or rejected as well as which Lender or Lenders rejected such request (each such Lender, a “Rejecting Lender”). The Borrower understands and acknowledges that (i) this Section has been included in this Agreement for the Borrower’s convenience in requesting an extension of the Termination Date; (ii) none of the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender has promised (either expressly or impliedly), nor does any such Person have any obligation or commitment whatsoever, to extend the Termination Date and (iii) any such Person may condition any such extension on such terms and conditions as it may deem appropriate in its sole and absolute discretion. Notwithstanding the preceding subsections, if Requisite Lenders do not approve a request for an extension of the Termination Date or if any other condition to the effectiveness of an extension of the Termination Date contemplated by this subsection has not been satisfied when required to be, then the Termination Date shall not be extended.

Subsequent Extension. In addition to the extension option set forth in the immediately preceding clause (a), the Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Lenders agree to extend the then current Termination Date by an additional year. To exercise such right the Borrower shall execute and deliver an Extension Request to the Administrative Agent at least 90 120 days but not more than 180 360 days prior to the then current Termination Date (as such date has been extended pursuant to subsection (a) above). If the Administrative Agent shall receive such a request, the Administrative Agent shall forward a copy of it to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of the applicable Extension Request and payment of the fee referred to in the following clause (z): (x) If all of the Lenders, the Issuing Bank and the Swingline Lender Lenders shall have notified the Administrative Agent on or before the date 45 days prior to after receipt by the current Termination Date Lenders of such request that they accept such request; (y) 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 made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partythen, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as upon payment of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise 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 specifically and expressly permitted under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7. and (z) the Borrower shall have paid the Fees fee payable under Section 3.6.(f3.6.(e). Immediately prior to, or as of the date of, effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Termination Date shall deliver to the Administrative Agent be extended for a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (y)(A) and (y)(B)single one-year period. If any Lender shall not have notified the Administrative Agent on or prior to the date which is the date 45 days after receipt by the Lenders of such request that it accepts the such Extension Requestrequest, the Termination Date shall not be extended except as otherwise permitted under the immediately following subsection (c). The Administrative Agent shall promptly notify the Borrower whether a request for an Extension Request extension has been accepted or rejected as well as which Lender or Lenders rejected such request (each such Lender, a “Rejecting Lender”). The Borrower understands and acknowledges that (i) this Section has been included in this Agreement for the Borrower’s convenience in requesting an extension of the Termination Date; (ii) none of neither the Administrative Agent, the Issuing Bank, the Swingline Lender or Agent nor any other Lender has promised (either expressly or impliedly), nor does the Agent or any such Person Lender have any obligation or commitment whatsoever, to extend the Termination Date and (iii) any such Person the Agent and the Lenders may condition any such extension on such terms and conditions as it they may deem appropriate in its their sole and absolute discretion. Notwithstanding the preceding subsections, if Requisite Lenders do not approve a request for an extension of the Termination Date or if a Default or Event of Default exists on the then current Termination Date or would exist after giving effect to any other condition to the effectiveness of an extension of the Termination Date transactions contemplated by this subsection has not been satisfied when required to beSection, then the Termination Date shall not be extended.

Subsequent Extension. In addition to the extension option set forth in the immediately preceding clause (a), the Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Lenders agree to extend the then current Termination Date by an additional year. To exercise such right the Borrower shall execute and deliver an Extension Request to the Administrative Agent at least 90 180 days but not more than 180 360 days prior to the then current Termination Date (as such date has been extended pursuant to subsection (a) above). If the Administrative Agent shall receive such a request, the Administrative Agent shall forward a copy of it to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of the applicable Extension Request and payment of the fee referred to in the following clause (z): (x) If all of the Lenders, the Issuing Bank and the Swingline Lender Lenders shall have notified the Administrative Agent on or before the date 45 days prior to after receipt by the current Termination Date Lenders of such request that they accept such request; (y) 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 made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partythen, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as upon payment of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise 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 specifically and expressly permitted under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7. and (z) the Borrower shall have paid the Fees fee payable under Section 3.6.(f3.6.(e). Immediately prior to, or as of the date of, effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Termination Date shall deliver to the Administrative Agent be extended for a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (y)(A) and (y)(B)single one-year period. If any Lender shall not have notified the Administrative Agent on or prior to the date which is the date 45 days after receipt by the Lenders of such request that it accepts the such Extension Requestrequest, the Termination Date shall not be extended except as otherwise permitted under the immediately following subsection (c). The Administrative Agent shall promptly notify the Borrower whether a request for an Extension Request extension has been accepted or rejected as well as which Lender or Lenders rejected such request (each such Lender, a “"Rejecting Lender”"). The Borrower understands and acknowledges that (i) this Section has been included in this Agreement for the Borrower’s 's convenience in requesting an extension of the Termination Date; (ii) none of neither the Administrative Agent, the Issuing Bank, the Swingline Lender or Agent nor any other Lender has promised (either expressly or impliedly), nor does the Agent or any such Person Lender have any obligation or commitment whatsoever, to extend the Termination Date and (iii) any such Person the Agent and the Lenders may condition any such extension on such terms and conditions as it they may deem appropriate in its their sole and absolute discretion. Notwithstanding the preceding subsections, if Requisite Lenders do not approve a request for an extension of the Termination Date or if a Default or Event of Default exists on the then current Termination Date or would exist after giving effect to any other condition to the effectiveness of an extension of the Termination Date transactions contemplated by this subsection has not been satisfied when required to beSection, then the Termination Date shall not be extended.

Subsequent Extension. In addition to the extension option set forth in the immediately preceding clause (a), the Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Lenders agree to extend the then current Termination Date by an additional year. To exercise such right the Borrower shall execute and deliver an Extension Request to the Administrative Agent at least 90 days but not more than 180 360 days prior to the then current Termination Date (as such date has been extended pursuant to subsection (a) above). If the Administrative Agent shall receive such a request, the Administrative Agent shall forward a copy of it to each Lender promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of the applicable Extension Request and payment of the fee referred to in the following clause (z): (x) If all of the Lenders, the Issuing Bank and the Swingline Lender Lenders shall have notified the Administrative Agent on or before the date 45 days prior to after receipt by the current Termination Date Lenders of such request that they accept such request; (y) 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 made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a partythen, shall be true and correct in all material respects (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as upon payment of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except to the extent otherwise 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 specifically and expressly permitted under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7. and (z) the Borrower shall have paid the Fees fee payable under Section 3.6.(f3.6.(e). Immediately prior to, or as of the date of, effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Termination Date shall deliver to the Administrative Agent be extended for a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (y)(A) and (y)(B)single one-year period. If any Lender shall not have notified the Administrative Agent on or prior to the date which is the date 45 days after receipt by the Lenders of such request that it accepts the such Extension Requestrequest, the Termination Date shall not be extended except as otherwise permitted under the immediately following subsection (c). The Administrative Agent shall promptly notify the Borrower whether a request for an Extension Request extension has been accepted or rejected as well as which Lender or Lenders rejected such request (each such Lender, a “Rejecting Lender”). The Borrower understands and acknowledges that (i) this Section has been included in this Agreement for the Borrower’s convenience in requesting an extension of the Termination Date; (ii) none of neither the Administrative Agent, the Issuing Bank, the Swingline Lender or Agent nor any other Lender has promised (either expressly or impliedly), nor does the Agent or any such Person Lender have any obligation or commitment whatsoever, to extend the Termination Date and (iii) any such Person the Agent and the Lenders may condition any such extension on such terms and conditions as it they may deem appropriate in its their sole and absolute discretion. Notwithstanding the preceding subsections, if Requisite Lenders do not approve a request for an extension of the Termination Date or if a Default or Event of Default exists on the then current Termination Date or would exist after giving effect to any other condition to the effectiveness of an extension of the Termination Date transactions contemplated by this subsection has not been satisfied when required to beSection, then the Termination Date shall not be extended.