Common use of Extension of Facility Termination Date Clause in Contracts

Extension of Facility Termination Date. Provided that the Term-Out Period has not commenced, the Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an extension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be not more than five (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension Date.

Extension of Facility Termination Date. Provided that the Term-Out Period has not commenced, the The Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an extension to the Designated Administrative Agent (an “Extension Request”); provided, however, that such Extension Request shall be delivered to the Administrative Agent not more than 180 days, nor less than 120 days, prior to the then current Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be not more than five one (51) years from year after the effective date such extension becomes effective in accordance with the provisions of this Sectionthen current Facility Termination Date. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and is continuing continuing, no Material Adverse Effect has occurred with respect to any Loan Party, and that all of the representations and warranties in Article ARTICLE V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension original Facility Termination Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Datesuch date, no Default or Event of Default has occurred and is continuing continuing, no Material Adverse Effect has occurred with respect to any Loan Party, and that all of the representations and warranties in Article ARTICLE V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its the Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its the Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 seventy-five (75) days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Administrative Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Administrative Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, Request but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension Date.

Extension of Facility Termination Date. Provided that The Borrower shall have the Term-Out Period has not commenced, the Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of option to extend the Facility Termination Date for a period of one (1) additional year, upon satisfaction of the Extending Lenders by submitting a request for an extension to following conditions precedent: (i) The Borrower shall provide Administrative Agent with written notice (the Designated Agent (an “Extension RequestNotice”). The Extension Request must specify ) of the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be Borrower’s intent to exercise such extension option not more than five one hundred twenty (5120) years from and not less than sixty (60) days prior to the effective date such extension becomes effective in accordance with the provisions initial Facility Termination Date; (ii) As of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension RequestBorrower’s delivery of notice of its intent to exercise such extension option, and as of the effective date of such extension, (A) no Default or Event of Unmatured Default has shall have occurred and is be continuing and that all of (B) the representations and warranties contained in Article V are true and correct as of each such date with respect to the Loan Parties in all material respects (existence on such date, except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been be true and correct in all material respects on and as of such earlier date and or (ii) for changes in factual circumstances which are permitted by this Agreement, and the Borrower shall so certify as to such matters in writing; and (iii) On or before the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension initial Facility Termination Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on pay to Administrative Agent for the Extension Date, no Default or Event of Default has occurred and is continuing and that all benefit of the representations and warranties Lenders an extension fee (the “Extension Fee”) for the extension so exercised in Article V are true and correct in all material respects an amount equal to fifteen one hundredths of one percent (except (i0.15%) to of the extent any then-current Commitment of each Lender. Any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty extension shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly become effective upon receipt of an the Extension Request, Notice and the Designated Agent shall notify each Lender payment of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension DateFee.

Extension of Facility Termination Date. Provided that The Seller -------------------------------------- may request one or more one year extensions of the Term-Out Period has not commenceddate referred to in clause (i) of the definition of Facility Termination Date (such date or such date as it may have been previously extended pursuant to this Amendment; hereinafter referred to as the "Facility Termination Date") by ------------------------- giving written notice of such request to the Agent during the month of November of any year, commencing in November, 2000. Upon its receipt of such notice, the Borrower may Agent shall promptly advise each Investor of the request so made by the Seller. If, within 30 days after receipt of such requested extension, the Agent shall have been advised in writing by each Investor that such Investor consents to the requested extension of the Facility Termination Date, then the Facility Termination Date shall be extended, effective on such Facility Termination Date, to the date which is the first anniversary of the previously effective Facility Termination Date. Notwithstanding anything hereinabove to the contrary, (i) failure by any Investor to affirmatively advise the Agent of such Investor's consent to any extension shall constitute a denial on the part of such Investor in respect of such request, but not more and (ii) in the event that fewer than once in each fiscal year all of the Borrower and on no more than two occasions in the aggregate after the Effective Date, Investors shall consent to any request for an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an extension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be not more than five (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for extended as so requested and the Agent shall promptly advise the Seller and the Investors of such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension Datefact."

Extension of Facility Termination Date. Provided that the Term-Out Period has not commenced, the Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an extension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be not more than five (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇Lender’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension Date.

Extension of Facility Termination Date. Provided that the Term-Out Period has not commenced, the Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an extension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), which shall be not more than five (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) unless Seller notifies Buyer within thirty (30) days prior to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its then current Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall automatically be extended for two (2) additional one (1) year periods (the “First Automatic Extension Period” and the “Second Automatic Extension Period,” respectively); and (ii) at the request of Seller delivered to Administrative Agent no earlier than ninety (90) days and no later than thirty (30) days before the Extension Date specified in the Extension Request, but only with respect to the Commitments end of the Lenders that have given such written approval. Except to Second Automatic Extension Period or the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the current Facility Termination Date, as determined applicable, Seller may annually request an extension of the then current Facility Termination Date for a one (1) year period. Such requests may be approved or denied in Administrative Agent’s sole discretion exercised in good faith, and in any case shall be approved only if (A) no uncured monetary Default, material non-monetary Default or Event of Default, or any unsatisfied Margin Deficit shall exist on the date of Seller’s request to extend or on the then current Facility Termination Date, (B) all representations and warranties of Seller, Pledgor and Guarantor in the Transaction Documents shall be true, correct, complete and accurate in all respects as of the then current Facility Termination Date (except such representations which by their terms speak as of a specified date and subject to any exceptions disclosed to Administrative Agent, on behalf of Buyers, in an Exception Report prior to such Extension Request (the “Declining Lender’s Termination Date”) date and approved by Administrative Agent), and (bC) on or before the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s then current Facility Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to Seller shall have paid the Extension Date pursuant Fee to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension DateBuyers.

Extension of Facility Termination Date. Provided that At the Term-Out Period has not commenced, request of Seller delivered to Buyer no earlier than ninety (90) days and no later than thirty (30) days before the Borrower may request, but not more than once in each fiscal year of the Borrower and on no more than two occasions in the aggregate after the Effective Initial Facility Termination Date, an Seller may request a one (1) year extension of the such Initial Facility Termination Date for (such extended Initial Facility Termination Date, the Extending Lenders by submitting a request for an extension to the Designated Agent (an “Extension RequestExtended Facility Termination Date”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”)Such request may be approved or denied in Buyer’s sole discretion, which and in any case shall be not more than five approved only if (5i) years from the effective date such extension becomes effective no Default, Event of Default or Margin Deficit that is due and unpaid in accordance with the provisions of this Section. The Extension Request Section 4(a), shall be accompanied by a certificateexist, signed by an Authorized Officerin each case, stating that on the date of Seller’s request to extend or on the Extension RequestInitial Facility Termination Date, no Default or Event of Default has occurred and is continuing and (ii) Seller shall deliver an Officer’s Certificate to Buyer certifying that all of the representations and warranties in Article V are true this Agreement remain true, correct, complete and correct accurate in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender may, at its election, approve or deny an extension of its Initial Facility Termination Date (it being understood that no Lender shall be under except such representations which by their terms speak as of a specified date and subject to any obligation exceptions disclosed to approve Buyer in an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval Exception Report prior to such Extension Request date and approved by Buyer), and (“Declining Lender”iii) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) on or before the Aggregate Commitment shall be decreased by the Commitment of each such Declining Lender, which Declining Lender’s Commitment shall terminate on (and the Aggregate Commitment shall decrease effective as of) the Initial Facility Termination Date, as determined prior Seller shall have paid the Extension Fee to Buyer. For the avoidance of doubt, in the event that Seller requests the extension set forth in this Section 9(a) and Buyer approves such extension, Seller would be obligated to pay the Extension Request Fee to Buyer on or before July 16, 2026, and the Initial Facility Termination Date would be extended by one (1) year to July 16, 2027 (the “Declining Lender’s Extended Facility Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that ▇▇▇▇▇▇’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the most recently effective Extension Date).