Common use of Termination Date Extension Clause in Contracts

Termination Date Extension. (a) Each Person listed on Schedule I hereto (collectively, the “Extending Lenders”), the Swingline Lender and each Issuing Bank agrees that, on and as of the Amendment Effective Date (as defined below), the Termination Date with respect to such Extending Lender, the Swingline Lender and such Issuing Bank shall be May 28, 2022 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day). Any Person that shall have been a Lender as of the Amendment Effective Date but shall not be an Extending Lender shall constitute a Declining Lender for all purposes of Section 2.18 of the Credit Agreement, and the provisions of the sixth, seventh and eighth sentences of such Section 2.18 shall apply as if the extension of the Termination Date effected hereby had been effected [[3871953]] 2 pursuant to such Section. It is agreed that the extension of the Termination Date effected hereby shall not reduce the number of occasions on which the Borrower may further extend the Termination Date in accordance with the terms and conditions of Section 2.18 of the Credit Agreement. (b) Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment as of the Amendment Effective Date shall be as set forth on Schedule I hereto and that, on and as of Amendment Effective Date, Schedule I hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on such Schedule shall have, or shall be deemed to have, as of the Amendment Effective Date, a Commitment under the Credit Agreement). (c) Each party hereto acknowledges and agrees that, on the Amendment Effective Date, the Percentages of the Lenders shall automatically be redetermined to give effect to Schedule I hereto. Without limiting the foregoing, each Lender further acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of any Person, each Issuing Bank shall be deemed to have granted to such Lender, and such Lender shall have acquired from such Issuing Bank, a participation in each Letter of Credit (and the related Letter of Credit Liabilities) issued by such Issuing Bank and outstanding on the Amendment Effective Date equal to such Lender’s Percentage (as so automatically redetermined on the Amendment Effective Date) thereof.

Termination Date Extension. (ai) Each Person Provided that all of the extension conditions listed on Schedule I hereto in clause (ii) below (collectively, the “Extending LendersTermination Date Extension Conditions”) shall have been satisfied, Seller shall have the option to extend the Stated Termination Date for an additional one (1) year period ending on the one (1) year anniversary of the Stated Termination Date (such one year period, the “Extension Period”), the Swingline Lender and each Issuing Bank agrees that, on and as . (ii) For purposes of the Amendment Effective Date (as defined belowthis Article 3(f), the Termination Date with respect to such Extending Lender, the Swingline Lender and such Issuing Bank shall be May 28, 2022 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day). Any Person that shall have been a Lender as of the Amendment Effective Date but shall not be an Extending Lender shall constitute a Declining Lender for all purposes of Section 2.18 of the Credit Agreement, and the provisions of the sixth, seventh and eighth sentences of such Section 2.18 shall apply as if the extension of the Termination Date effected hereby had been effected [[3871953]] 2 pursuant to such Section. It is agreed that the extension of the Termination Date effected hereby shall not reduce the number of occasions on which the Borrower may further extend the Termination Date in accordance with the terms and conditions of Section 2.18 of the Credit Agreement. (b) Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment as of the Amendment Effective Date shall be as set forth on Schedule I hereto and that, on and as of Amendment Effective Date, Schedule I hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on such Schedule shall have, or shall be deemed to have, as of the Amendment Effective Date, a Commitment under the Credit Agreement). (c) Each party hereto acknowledges and agrees that, on the Amendment Effective Date, the Percentages of the Lenders shall automatically be redetermined to give effect to Schedule I hereto. Without limiting the foregoing, each Lender further acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of any Person, each Issuing Bank Extension Conditions shall be deemed to have granted to such Lender, and such Lender been satisfied if: (A) Seller shall have acquired from such Issuing Bankdelivered to Purchaser written notice of its request to extend the Termination Date at least thirty (30) days, but not more than ninety (90) days, prior to the Termination Date. (B) The aggregate Purchase Price Differential received by Purchaser on or prior to the Stated Termination Date shall be equal to not less than the Minimum Initial Term Purchase Price Differential Amount as of the Termination Date; provided, however, that Seller shall be permitted to deliver to Purchaser a participation one-time fee payment in each Letter of Credit an amount sufficient to achieve the Minimum Initial Term Purchase Price Differential Amount (the “Make Whole Payment”) (and upon receipt by Purchaser of the related Letter Make Whole Payment, the condition set forth in this clause (B) shall be satisfied, provided that the Purchase Price Differential plus the amount of Credit Liabilitiessuch Make Whole Payment received by Purchaser equals not less than the Minimum Initial Term Purchase Price Differential Amount). (C) issued Purchaser shall have received, on or before the applicable Termination Date, payment from Seller of the Extension Fee, as consideration for Purchaser’s agreement to extend the Termination Date; (D) no Material Adverse Effect, Margin Deficit, Default or Event of Default under this Agreement shall have occurred and be continuing as of the Termination Date; and (E) all representations and warranties made by such Issuing Bank any Seller Party in the Transaction Documents, shall be true, correct, complete and outstanding on accurate in all respects as of the Amendment Effective Date equal to such Lender’s Percentage (as so automatically redetermined on the Amendment Effective Termination Date) thereof.

Termination Date Extension. (ai) Each Person Provided that all of the extension conditions listed on Schedule I hereto in clause (ii) below (collectively, the “Extending LendersTermination Date Extension Conditions”) shall have been satisfied, Seller shall have the option to extend the Stated Termination Date for an additional one (1) year period ending on the one (1) year anniversary of the Stated Termination Date (the “Extension Period”), . Seller shall provide notice to Purchaser at least five (5) Business Days prior to the Swingline Lender and each Issuing Bank agrees that, date on and as which Seller pays the Extension Fee pursuant to Article 3(f)(ii)(C). (ii) For purposes of the Amendment Effective Date (as defined belowthis Article 3(f), the Termination Date with respect to such Extending Lender, the Swingline Lender and such Issuing Bank shall be May 28, 2022 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day). Any Person that shall have been a Lender as of the Amendment Effective Date but shall not be an Extending Lender shall constitute a Declining Lender for all purposes of Section 2.18 of the Credit Agreement, and the provisions of the sixth, seventh and eighth sentences of such Section 2.18 shall apply as if the extension of the Termination Date effected hereby had been effected [[3871953]] 2 pursuant to such Section. It is agreed that the extension of the Termination Date effected hereby shall not reduce the number of occasions on which the Borrower may further extend the Termination Date in accordance with the terms and conditions of Section 2.18 of the Credit Agreement. (b) Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment as of the Amendment Effective Date shall be as set forth on Schedule I hereto and that, on and as of Amendment Effective Date, Schedule I hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on such Schedule shall have, or shall be deemed to have, as of the Amendment Effective Date, a Commitment under the Credit Agreement). (c) Each party hereto acknowledges and agrees that, on the Amendment Effective Date, the Percentages of the Lenders shall automatically be redetermined to give effect to Schedule I hereto. Without limiting the foregoing, each Lender further acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of any Person, each Issuing Bank Extension Conditions shall be deemed to have granted been satisfied if: (A) Seller shall have delivered to Purchaser written notice of its request to extend the Stated Termination Date at least thirty (30) days, but not more than ninety (90) days, prior to the Stated Termination Date. (B) The ratio, expressed as a percentage, of (i) the sum of the average Purchase Prices of all Purchased Assets subject to all Transactions that occurred during the period commencing on the Closing Date and ending on the Stated Termination Date (including any Eligible Assets approved by Purchaser but not then subject to a Transaction and any future advances approved by Purchaser) over (ii) the Maximum Facility Purchase Price shall be not less than the Minimum Initial Term Utilization Amount; provided, however, that Seller shall be permitted to (i) permanently reduce the Maximum Facility Purchase Price in an amount sufficient to cause the foregoing condition to be satisfied or (ii) deliver to Purchaser a one-time fee payment in an amount equal to the positive difference, if any, between (a) $1,250,000.00, minus (b) the amount of all Funding Fees paid to Purchaser prior to the Stated Termination Date with respect to any Purchased Assets (the “Minimum Initial Term Utilization Fee”). Payment of the Minimum Initial Term Utilization Fee shall not be applied towards, nor shall such LenderMinimum Initial Term Utilization Fee reduce, satisfy or waive any obligation of Seller to pay any Purchase Price Differential due under this Agreement or the Repurchase Price of any Purchased Asset. (C) Purchaser shall have received, on or before the Stated Termination Date, payment from Seller, as consideration for Purchaser’s agreement to extend the Stated Termination Date, of the Extension Fee; (D) no monetary or material non-monetary Default, Margin Deficit Event or Event of Default under this Agreement shall have occurred and be continuing as of the Stated Termination Date; and (E) all representations and warranties made by any Seller Party in the Transaction Documents, shall be true, correct, complete and accurate in all material respects as of the Stated Termination Date (other than with respect to any MTM Representations). In addition to the foregoing, Seller may request from time to time, upon not less than one hundred twenty (120) days prior notice, additional extensions of the Termination Date for additional one (1) year periods following the end of the Extension Period, which extensions shall be conditioned upon the consent of Purchaser in its sole and absolute discretion, and such Lender other terms and conditions as Purchaser may request in its sole and absolute discretion. If Purchaser rejects any request by Seller for additional extensions pursuant to the foregoing sentence, then Seller shall have acquired from such Issuing Bank, a participation in each Letter no further right to request any additional extensions of Credit (and the related Letter of Credit Liabilities) issued by such Issuing Bank and outstanding on the Amendment Effective Termination Date equal pursuant to such Lender’s Percentage (as so automatically redetermined on the Amendment Effective Date) thereofthis Agreement.

Termination Date Extension. (a) Each Person listed on Schedule I hereto (collectively, the “Extending Lenders”), the Swingline Lender and each Issuing Bank agrees that, on and as of the Amendment Effective Date (as defined below), the Termination Date with respect to such Extending Lender, the Swingline Lender and such Issuing Bank shall be May 28, 2022 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day). Any Person that shall have been a Lender as of the Amendment Effective Date but shall not be an Extending Lender shall constitute a Declining Lender for all purposes of Section 2.18 of the Credit Agreement, and the provisions of the sixth, seventh and eighth sentences of such Section 2.18 shall apply as if the extension of the Termination Date effected hereby had been effected [[3871953]] 2 pursuant to such Section. It is agreed that the extension of the Termination Date effected hereby shall not reduce the number of occasions on which the Borrower may further extend the Termination Date in accordance with the terms and conditions of Section 2.18 of the Credit Agreement. (b) Each party hereto acknowledges and agrees that the amount of each Lender’s Commitment as of the Amendment Effective Date shall be as set forth on Schedule I hereto and that, on and as of Amendment Effective Date, Schedule I hereto sets forth all the Commitments of all the Lenders (and no Person whose name does not appear on such Schedule shall have, or shall be deemed to have, as of the Amendment Effective Date, a Commitment under the Credit Agreement). (c) Each party hereto acknowledges and agrees that, on the Amendment Effective Date, the Percentages of the Lenders shall automatically be redetermined to give effect to Schedule I hereto. Without limiting the foregoing, each Lender further acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of any Person, each Issuing Bank shall be deemed to have granted to such Lender, and such Lender shall have acquired from such Issuing Bank, a participation in each Letter of Credit (and the related Letter of Credit Liabilities) issued by such Issuing Bank and outstanding on the Amendment Effective Date equal to such Lender’s Percentage (as so automatically redetermined on the Amendment Effective Date) thereof.