Facility Extension. (a) At any time at least 60 days but not more than 90 days prior to the date which is one year prior to the then existing Scheduled Termination Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Scheduled Termination Date then in effect for an additional one-year period; provided, that the Borrower may request no more than two extensions of the Scheduled Termination Date pursuant to this Section 2.18 (Facility Extension). (b) The Administrative Agent shall promptly (and in any event within five Business Days) notify each Lender of any extension request made by the Borrower pursuant to Section 2.18(a), and each Lender shall in turn, in its sole discretion, after receipt of such extension request not earlier than 30 days prior to the Scheduled Termination Date and not later than 20 days prior to the Scheduled Termination Date, notify the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent (or refusal to consent) to any such extension of the Scheduled Termination Date by the end of such 10 day period, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall promptly notify the Borrower in writing of the decision of the Lenders regarding the Borrower's request for an extension of such Scheduled Termination Date. It is understood and agreed that no Lender shall have any obligation to agree to any request made by the Borrower for an extension of the Scheduled Termination Date. (c) If Lenders holding at least 75% of the Revolving Credit Commitments at such time (after giving effect to any assumptions of the Revolving Credit Commitments of Non-Extending Lenders (as defined below) in accordance with subsection (d) of this Section 2.18 (Facility Extension)) consent in writing to any such request in accordance with subsection (b) of this Section 2.18 (Facility Extension), the Scheduled Termination Date in effect at such time shall, upon payment by the Borrower to the Administrative Agent for the ratable benefit of the Extending Lenders of the fee set forth in Section 2.12(c)(i), effective as of the then current Scheduled Termination Date (the "Extension Date"), be extended for a period of one year as to those Extending Lenders that so consented (each an "Extending Lender") but shall not be extended as to any other Lender (each a "Non-Extending Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decision no later than 15 days prior to the Scheduled Termination Date. To the extent that the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.18 (Facility Extension) and the Revolving Credit Commitment or Loans of such Lender are not assumed in accordance with subsection (d) of this Section 2.18 (Facility Extension) on or prior to the applicable Extension Date, the Revolving Credit Commitment and Obligations of such Non-Extending Lender shall automatically terminate and become due and payable, in whole on such unextended Scheduled Termination Date, without any further notice or other action by the Borrower, such Extending Lender or any other Person and the failure of the Borrower to pay the same shall constitute an Event of Default pursuant to clauses (a) and (b) of Section 9.1 (Events of Default). (d) If less than all of the Lenders consent to any such request pursuant to subsection (b) of this Section 2.18 (Facility Extension), the Borrower shall first offer to the Extending Lenders (and, to the extent such offer is not promptly accepted, to other Eligible Assignees) to assume, effective as of the Extension Date, any Non-Extending Lender's Revolving Credit Commitment and Loans, and all of the rights and obligations of such Non-Extending Lender under this Agreement thereafter arising in respect of such Revolving Credit Commitment or Loans, as applicable (each Eligible Assignee assuming the Revolving Credit Commitment and Loans, of one of more Non-Extending Lenders pursuant to this Section 2.18 (Facility Extension) being an "Extension Assuming Lender"), without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the additional Revolving Credit Commitment of any such Extension Assuming Lender, when aggregated with other existing Revolving Credit Commitment of such Person, shall in no event be less than $5,000,000 unless the Revolving Credit Commitment, as applicable, of such Non-Extending Lender hereunder at such time is less than $5,000,000, in which case such Extension Assuming Lender shall assume all of such lesser amount; and provided, further, that: (i) the Extending Lenders and Extension Assuming Lenders shall collectively have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest accrued and unpaid to the effective date of such assumption on, the outstanding Loans, if any, of such Non-Extending Lenders; (ii) any accrued and unpaid fees owing to such Non-Extending Lenders as of the effective date of such assumption, and all additional cost and expense reimbursements and indemnification payments payable to such Non-Extending Lenders, and all other accrued and unpaid amounts owing to such Non-Extending Lenders under this Agreement and the Revolving Credit Notes, as applicable, as of the effective date of such assumption, shall have been paid to such Non-Extending Lenders by the Borrower or such Extending Lenders and Extension Assuming Lenders; and (iii) with respect to any Extending Lender or any such Extension Assuming Lender, the applicable fee required under Section 2.12 (Fees) shall have been paid. (e) At least three Business Days prior to each Extension Date, (A) each such Extension Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance duly executed by such Extension Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent, (B) each such Extending Lender, if any, shall have delivered written confirmation satisfactory to the Borrower and the Administrative Agent as to any increase in the amount of its Revolving Credit Commitment resulting from its assumption of one or more Revolving Credit Commitments of the Non-Extending Lenders and (C) each Non-Extending Lender being replaced pursuant to this Section 2.18 (Facility Extension) shall have delivered to the Administrative Agent, to be held in escrow on behalf of such Non-Extending Lender until the payment in full of all amounts owing to such Non-Extending Lender under clauses (i) through (iii) of Section 2.18(d), any Revolving Credit Note, as applicable, held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of Section 2.18(d), each such Extending Lender or Extension Assuming Lender, as of the Extension Date, will be substituted for the applicable Non-Extending Lenders under this Agreement and shall be a Lender for all purposes of this Agreement in proportion to the actual amount of the Revolving Credit Commitment assumed, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (f) All references in this Agreement and in the Notes to the "Scheduled Termination Date" shall, with respect to each Extending Lender and each Extension Assuming Lender for each Extension Date, refer to the Scheduled Termination Date. Promptly following the effectiveness of any extension contemplated by this Section 2.18 (Facility Extension), the Administrative Agent shall notify the Lenders (including, without limitation, each Extension Assuming Lender) of such extension and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Extension Assuming Lender.
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Facility Extension. (a) At any time at least 60 days but not more than 90 days prior to the date which is one year prior to the then existing Scheduled Termination Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Scheduled Termination Date then in effect for an additional one-year period; provided, that the Borrower may request no more than two extensions of the Scheduled Termination Date pursuant to this Section 2.18 (Facility Extension).
(b) The Administrative Agent shall promptly (and in any event within five Business Days) notify each Lender of any extension request made by the Borrower pursuant to Section 2.18(a) (Facility Extension), and each Lender shall in turn, in its sole discretion, after receipt of such extension request not earlier than 30 days prior to the Scheduled Termination Date and not later than 20 days prior to the Scheduled Termination Date, notify the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent in writing of its consent (or refusal to consent) to any such extension of the Scheduled Termination Date by the end of such 10 day period, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall promptly notify the Borrower in writing of the decision of the Lenders regarding the Borrower's request for an extension of such Scheduled Termination Date. It is understood and agreed that no Lender shall have any obligation to agree to any request made by the Borrower for an extension of the Scheduled Termination Date.
(c) If Lenders holding at least 75% of the Revolving Credit Commitments at such time (after giving effect to any assumptions of the Revolving Credit Commitments of Non-Extending Lenders (as defined below) in accordance with subsection (d) of this Section 2.18 (Facility Extension)) consent in writing to any such request in accordance with subsection (b) of this Section 2.18 (Facility Extension), the Scheduled Termination Date in effect at such time shall, upon payment by the Borrower to the Administrative Agent for the ratable benefit of the Extending Lenders of the fee set forth in Section 2.12(c)(i) (Facility Fees.), effective as of the then current Scheduled Termination Date (the "Extension Date"), be extended for a period of one year as to those Extending Lenders that so consented (each an "Extending Lender") but shall not be extended as to any other Lender (each a "Non-Extending Lender"). The Administrative Agent shall notify the Borrower, in writing, of the Lenders' decision no later than 15 days prior to the Scheduled Termination Date. To the extent that the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.18 (Facility Extension) and the Revolving Credit Commitment or Loans of such Lender are not assumed in accordance with subsection (d) of this Section 2.18 (Facility Extension) on or prior to the applicable Extension Date, the Revolving Credit Commitment and Obligations of such Non-Extending Lender shall automatically terminate and become due and payable, in whole on such unextended Scheduled Termination Date, without any further notice or other action by the Borrower, such Extending Lender or any other Person and the failure of the Borrower to pay the same shall constitute an Event of Default pursuant to clauses (a) and (b) of Section 9.1 (Events of Default).
(d) If less than all of the Lenders consent to any such request pursuant to subsection (b) of this Section 2.18 (Facility Extension), the Borrower shall first offer to the Extending Lenders (and, to the extent such offer is not promptly accepted, to other Eligible Assignees) to assume, effective as of the Extension Date, any Non-Extending Lender's Revolving Credit Commitment and Loans, and all of the rights and obligations of such Non-Extending Lender under this Agreement thereafter arising in respect of such Revolving Credit Commitment or Loans, as applicable (each Eligible Assignee assuming the Revolving Credit Commitment and Loans, of one of more Non-Extending Lenders pursuant to this Section 2.18 (Facility Extension) being an "Extension Assuming Lender"), without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the additional Revolving Credit Commitment of any such Extension Assuming Lender, when aggregated with other existing Revolving Credit Commitment of such Person, shall in no event be less than $5,000,000 unless the Revolving Credit Commitment, as applicable, of such Non-Extending Lender hereunder at such time is less than $5,000,000, in which case such Extension Assuming Lender shall assume all of such lesser amount; and provided, further, that:
(i) the Extending Lenders and Extension Assuming Lenders shall collectively have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest accrued and unpaid to the effective date of such assumption on, the outstanding Loans, if any, of such Non-Extending Lenders;
(ii) any accrued and unpaid fees owing to such Non-Extending Lenders as of the effective date of such assumption, and all additional cost and expense reimbursements and indemnification payments payable to such Non-Extending Lenders, and all other accrued and unpaid amounts owing to such Non-Extending Lenders under this Agreement and the Revolving Credit Notes, as applicable, as of the effective date of such assumption, shall have been paid to such Non-Extending Lenders by the Borrower or such Extending Lenders and Extension Assuming Lenders; and
(iii) with respect to any Extending Lender or any such Extension Assuming Lender, the applicable fee required under Section 2.12 (Fees) shall have been paid.
(e) At least three Business Days prior to each Extension Date, (A) each such Extension Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance duly executed by such Extension Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent, (B) each such Extending Lender, if any, shall have delivered written confirmation satisfactory to the Borrower and the Administrative Agent as to any increase in the amount of its Revolving Credit Commitment resulting from its assumption of one or more Revolving Credit Commitments of the Non-Extending Lenders and (C) each Non-Extending Lender being replaced pursuant to this Section 2.18 (Facility Extension) shall have delivered to the Administrative Agent, to be held in escrow on behalf of such Non-Extending Lender until the payment in full of all amounts owing to such Non-Extending Lender under clauses (i) through (iii) of Section 2.18(d), any Revolving Credit Note, as applicable, held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of Section 2.18(d), each such Extending Lender or Extension Assuming Lender, as of the Extension Date, will be substituted for the applicable Non-Extending Lenders under this Agreement and shall be a Lender for all purposes of this Agreement in proportion to the actual amount of the Revolving Credit Commitment assumed, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged.
(f) All references in this Agreement and in the Notes to the "Scheduled Termination Date" shall, with respect to each Extending Lender and each Extension Assuming Lender for each Extension Date, refer to the Scheduled Termination Date. Promptly following the effectiveness of any extension contemplated by this Section 2.18 (Facility Extension), the Administrative Agent shall notify the Lenders (including, without limitation, each Extension Assuming Lender) of such extension and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Extension Assuming Lender.
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