Common use of Extension of Facility Termination Date Clause in Contracts

Extension of Facility Termination Date. The Borrower may request an extension of the Facility Termination Date by submitting a request for an extension to the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new Facility Termination Date shall be no more than 364 days after the Facility Termination Date in effect at the time the Extension Request is received, including the Facility Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. Any Lender not so consenting by the Response Date shall be deemed to not have consented to such Extension Request. If the consent of each of the Lenders is received by the Agent (or if less than all the Lenders consent thereto, one or more other banks and financial institutions acceptable to the Borrower and the Agent, agree to assume and assume all of the Commitments and Outstanding Credit Exposure of the non-consenting Lenders), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date.

Extension of Facility Termination Date. (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an "Extension Date") request through written notice to the Administrative Agent (the "Extension Notice"), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower may request shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (c) An extension of the Facility Termination Date by submitting a request for an extension pursuant to this Section 2.21 shall only become effective upon the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested receipt by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as Administrative Agent of which the Lenders must respond to the Extension Request a certificate (the "Response Date"). The new Facility Termination Date statements contained in which shall be no more than 364 days true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Facility Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in effect at the time the Extension Request is received, including the Facility Termination Date Article 5 are true and correct in all material respects on and as one of the days in the calculation date such extension is made, except for such representations or warranties which by their terms are made as of the days elapsed. Promptly upon receipt of an Extension Requesta specified date, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. Any Lender not so consenting by the Response Date which shall be deemed to not have consented to true and correct as of such Extension Request. If specified date. (d) Effective on and after the consent of Prior Termination Date, (i) each of the Non-Consenting Lenders is received by shall be automatically released from their respective LC Obligations and (ii) the Agent (or if less than all the Lenders consent thereto, one or more other banks and financial institutions acceptable to the Borrower and the Agent, agree to assume and assume all LC Obligations of the Commitments and Outstanding Credit Exposure of the non-consenting Lenders), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrower and each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Pro Rata Share of the new Facility Termination Datesuch LC Obligations.

Extension of Facility Termination Date. (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower may request shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 0 are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (c) An extension of the Facility Termination Date by submitting a request for an extension pursuant to this Section 2.21 shall only become effective upon the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested receipt by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as Administrative Agent of which the Lenders must respond to the Extension Request a certificate (the "Response Date"). The new Facility Termination Date statements contained in which shall be no more than 364 days true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Facility Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in effect at the time the Extension Request is received, including the Facility Termination Date Article 5 are true and correct in all material respects on and as one of the days in the calculation date such extension is made, except for such representations or warranties which by their terms are made as of the days elapsed. Promptly upon receipt of an Extension Requesta specified date, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. Any Lender not so consenting by the Response Date which shall be deemed to not have consented to true and correct as of such Extension Request. If specified date. (d) Effective on and after the consent of Prior Termination Date, (i) each of the Non-Consenting Lenders is received by shall be automatically released from their respective LC Obligations and (ii) the Agent (or if less than all the Lenders consent thereto, one or more other banks and financial institutions acceptable to the Borrower and the Agent, agree to assume and assume all LC Obligations of the Commitments and Outstanding Credit Exposure of the non-consenting Lenders), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrower and each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Pro Rata Share of the new Facility Termination Datesuch LC Obligations.

Extension of Facility Termination Date. (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.22(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Facility Termination Date pursuant to this Section 2.22, the Borrower may request shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.22, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 0 are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (c) An extension of the Facility Termination Date by submitting a request for an extension pursuant to this Section 2.22 shall only become effective upon the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested receipt by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as Administrative Agent of which the Lenders must respond to the Extension Request a certificate (the "Response Date"). The new Facility Termination Date statements contained in which shall be no more than 364 days true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Facility Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in effect at the time the Extension Request is received, including the Facility Termination Date Article 4 are true and correct in all material respects on and as one of the days in the calculation date such extension is made, except for such representations or warranties which by their terms are made as of the days elapsed. Promptly upon receipt of an Extension Requesta specified date, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. Any Lender not so consenting by the Response Date which shall be deemed to not have consented to true and correct as of such Extension Request. If specified date. (d) Effective on and after the consent of Prior Termination Date, (i) each of the Non-Consenting Lenders is received by shall be automatically released from their respective LC Obligations and (ii) the Agent (or if less than all the Lenders consent thereto, one or more other banks and financial institutions acceptable to the Borrower and the Agent, agree to assume and assume all LC Obligations of the Commitments and Outstanding Credit Exposure of the non-consenting Lenders), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrower and each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Pro Rata Share of the new Facility Termination Datesuch LC Obligations.

Extension of Facility Termination Date. (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the First Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower may request shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (c) An extension of the Facility Termination Date by submitting a request for an extension pursuant to this Section 2.21 shall only become effective upon the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested receipt by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as Administrative Agent of which the Lenders must respond to the Extension Request a certificate (the "Response Date"). The new Facility Termination Date statements contained in which shall be no more than 364 days true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Facility Termination Date (i) no Default has occurred and is continuing and (ii) all representations and warranties contained in effect at the time the Extension Request is received, including the Facility Termination Date Article 5 are true and correct in all material respects on and as one of the days in the calculation date such extension is made, except for such representations or warranties which by their terms are made as of the days elapsed. Promptly upon receipt of an Extension Requesta specified date, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. Any Lender not so consenting by the Response Date which shall be deemed to not have consented to true and correct as of such Extension Request. If specified date. (d) Effective on and after the consent of Prior Termination Date, (i) each of the Non-Consenting Lenders is received by shall be automatically released from their respective LC Obligations and (ii) the Agent (or if less than all the Lenders consent thereto, one or more other banks and financial institutions acceptable to the Borrower and the Agent, agree to assume and assume all LC Obligations of the Commitments and Outstanding Credit Exposure of the non-consenting Lenders), the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrower and each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Pro Rata Share of the new Facility Termination Datesuch LC Obligations.