Common use of Extension of Revolving Credit Termination Date Clause in Contracts

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.

Extension of Revolving Credit Termination Date. The Borrower may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) which must be given at least thirty (30) days and not more than ninety (90) days prior to the then Initial Revolving Credit Termination Date (or the “Existing Commitment First Extended Revolving Credit Termination Date”), as applicable, request that Lenders extend the Existing Commitment Initial Revolving Credit Termination Date for one two additional onesix-year periodmonth periods (the first such extended Revolving Credit Termination Date being the “First Extended Revolving Credit Termination Date” and the second such extended Revolving Credit Termination Date being the “Second Extended Revolving Credit Termination Date” and either such extended Revolving Credit Termination Date being an “Extended Revolving Credit Termination Date”). Upon On the Initial Revolving Credit Termination Date, or the First Extended Revolving Credit Termination Date, as applicable, such extension will become effective with respect to all portions of the Revolving Facility for which Lenders have approved such extension (such approval not to be unreasonably withheld, conditioned or delayed), subject to the Borrower’s timely delivery of such notice to the Administrative Agent and providedpayment of the Extension Fee, and provided that on the notice delivery date and on the Initial Revolving Credit Termination Date or the First Extended Revolving Credit Termination Date, as applicable, (i) no Default or Event of Default has shall have occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)be continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty where not already qualified by materiality in which case such representation or warranty shall be true and correct Material Adverse Effect, otherwise in all respects) on the date the notice is delivered and on the then Existing Commitment Initial Revolving Credit Termination Date or First Extended Revolving Credit Termination Date, as applicable, (except for to the extent such representations and warranties that relate to a prior an earlier date, in which shall have been case they are true and correct in all material respects (except in the case of a representation or warranty where not already qualified by materiality in which case such representation or warranty shall be true and correct Material Adverse Effect, otherwise in all respects) as of the applicable date on which they were made such date), and (iviii) the Borrower has paid in immediately available funds the Extension Fee on or prior shall have delivered to the first day Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of any requested extension period, then the Initial Revolving Credit Termination Date shall be extended to or the first anniversary of the then Existing Commitment Termination Date. Should the First Extended Revolving Credit Termination Date be extendedDate, as applicable, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day sum of the extended termaggregate principal amount of Revolving Loans, Swingline Loans and L/C Obligations outstanding shall not exceed the Availability.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent No earlier than sixty (which shall promptly deliver a copy to each of the Lenders60) given at least days and no later than thirty (30) days and not more than ninety (90) days prior to each anniversary of the then Closing Date, the Borrower shall have the option to request an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion. Each Lender shall, by notice to the Borrower’s timely delivery Agent given not later than the date (the “Notice Date”) that is 15 days prior to the applicable anniversary of the Closing Date, advise the Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Revolving Credit Termination Date (a “Non-Extending Lender”) shall notify the Agent of such notice fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Agent on or before the Notice Date shall be deemed to Administrative Agent be a Non-Extending Lender. Subject to the Agent’s receipt of written consents to such extension from at least the Required Lenders on or prior to the Notice Date, and provided, that (i) so long as no Default or Event of Unmatured Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each Non-Extending Lender shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of (without giving effect to such extension, ). All Obligations and other amounts payable hereunder to such Non-Extending Lender shall become due and payable by the term Borrower on the previously effective Revolving Credit Termination Date (without giving effect to such extension) and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such extension) unless one or more lenders (including other Lenders) shall have agreed to assume or increase a Commitment hereunder. Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such extension) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right on or before 45 days after the applicable anniversary of the extended termClosing Date to replace each Non-Extending Lender with one or more institutions (each, an “Additional Commitment Lender”) (a) that are existing Lenders (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (b) that are not existing Lenders; provided that any such institution (i) must be acceptable to the Administrative Agent (which approval shall not be unreasonably withheld or delayed), (ii) must meet the requirements set forth in Section 12.3.1 and (iii) must become a Lender for all purposes under this Agreement by execution and delivery of an appropriate joinder agreement in a manner acceptable to the Borrower and the Administrative Agent.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least No later than thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that no more than two (2) of such one-year extensions shall be permitted hereunder. Upon Any election by a Lender to extend its Commitment will be at such Lender's sole discretion and such Lender's failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent's receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each non-consenting Lender (each a “Non-Extending Lender”) shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender (a) with one or more institutions (each, an “Additional Lender”) (i) that are existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D and (b) on a non-pro rata basis with a Lender (or Eligible Assignee) that is willing to grant the Extension Request, including at a higher or lower Commitment than such Non-Extending Lender's Commitment; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.

Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one-year extensions shall be permitted hereunder, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion and such Lender’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent No earlier than sixty (which shall promptly deliver a copy to each of the Lenders60) given at least days and no later than thirty (30) days and not more than ninety (90) days prior to each anniversary of the then Closing Date, the Borrower shall have the option to request an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period. Upon the Borrower’s timely delivery ; provided that no more than two (2) of such notice one-year extensions shall be permitted hereunder. Any election by a Lender to Administrative Agent extend its Commitment will be at such Lender’s sole discretion. Subject to the Agent’s receipt of written consents to such extension from the Required Lenders, and provided, that (i) so long as no Default or Event of Unmatured Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)continuing, (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended for an additional one-year period for each consenting Lender; provided that each non-consenting Lender shall be required only to complete its Commitment up to the first anniversary of the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of (without giving effect to such extension, ). All Obligations and other amounts payable hereunder to such non-consenting Lender shall become due and payable by the term Borrower on the previously effective Revolving Credit Termination Date (without giving effect to such extension) and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all non-consenting Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such extension) unless one or more lenders (including other Lenders) shall have agreed to assume or increase a Commitment hereunder. Each non-consenting Lender shall be required to maintain its original Commitment up to the extended termpreviously effective Revolving Credit Termination Date (without giving effect to such extension) that such non-consenting Lender had previously agreed upon.

Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) after the First Amendment Effective Date, no more than two (2) of such one-year extensions shall be permitted hereunder, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lender’s sole discretion and such Lender’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days At any time before three months prior to scheduled maturity (the “Renewal Request Date”), the Borrower may request that the Lenders extend the then scheduled Revolving Credit Termination Date to the date two years from such Revolving Credit Termination Date (the “Existing Commitment Termination DateExtension Request”). If such request is made by the Borrower, request that Lenders each Lender shall inform the Administrative Agent of its willingness, in its individual and sole discretion, to extend the Existing Commitment Revolving Credit Termination Date for one additional one-year periodno later than 60 days after such Renewal Request Date. Upon Any Lender’s failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and Lenders whose outstanding Loans and interests in Letters of Credit and Unused Commitments constitute at least 75% of the sum of the total outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Lenders must approve any requested extension (such Lenders are referred to as the “Extending Lenders”). At any time after the Renewal Request Date, the Extending Lenders may propose, by written notice to the Borrower’s timely delivery , an extension of this Agreement to such later date on such terms and conditions as the Extending Lenders may then require. Any Lender that declines the Extension Request (a “Declining Lender”) will have its Commitment terminated on the then existing Revolving Credit Termination Date (without regard to any extension by the other Lenders). If the extension of this Agreement to such later date is acceptable to the Borrower on the terms and conditions proposed by the Extending Lenders, the Borrower shall notify the Lenders of its acceptance of such terms and conditions no later than 65 days after the Renewal Request Date, and such later date will become the Revolving Credit Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Extending Lenders’ notice to proposing the extension of this Agreement upon the Administrative Agent and provided, that Agent’s receipt of (i) no Default or Event of Default has occurred an amendment to this Agreement signed by the Borrower and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date)Extending Lenders, (ii) resolutions of the Borrower’s Board of Directors authorizing such extension and (iii) a favorable written opinion of counsel to the Borrower and each Subsidiary, reasonably consistent with the Subsidiaries are in compliance with all covenants contained in opinion of counsel delivered pursuant to Section 8 hereof7.2(n) hereto on the Closing Date. The Borrower shall, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date any Declining Lenders’ Commitments are terminated pursuant to this Section 1.12(c), pay to the notice is delivered Declining Lenders all Obligations owed to the Declining Lenders pursuant to the Loan Documents, and on following such payment in full, the then Existing Commitment Termination Date except for representations Declining Lenders shall cease to be a party to the Loan Documents and warranties that relate to a prior date, which shall have been true and correct in all material respects no rights (except in other than rights that by their terms survive the case termination of a representation this Agreement) or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as obligations under any of the applicable date on which they were made and (iv) the Borrower has paid Loan Documents. Notwithstanding anything in immediately available funds the Extension Fee on or prior this Agreement to the first day of any requested extension periodcontrary, then the Revolving Credit Termination Date shall not be extended pursuant to this Section 1.12(c) more than once during the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions entire term of this Agreement will apply during Agreement. No Extending Lender shall be obligated to increase its Commitment in connection with any such extension periodExtension Request unless such Extending Lender shall expressly, and from and after the date of such extensionin writing, the term Revolving Credit Termination Date shall mean the last day of the extended termagree thereto.

Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one year extensions shall be permitted hereunder after the First Amendment Effective Date, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Xxxxxx’s sole discretion and such Xxxxxx’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any Borrower on the previously effective Revolving 45 Credit Termination Date (without giving effect to such extension period, and from and after Extension Request) or the date earlier replacement of such extension, Non-Extending Lender pursuant to Section 2.19 and the term Aggregate Commitment shall be reduced by the total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall mean the last day have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Xxxxxx’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.

Extension of Revolving Credit Termination Date. Borrower may, by notice At any time prior to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least date that is thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date, the Borrower shall have the option to request (such request, an “Extension Request”) an extension of the Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one an additional one-year period; provided that (a) no more than two (2) of such one year extensions shall be permitted hereunder after the First Amendment Effective Date, and (b) after giving effect to any such extension, the extended Revolving Credit Termination Date shall not be a date later than the fifth anniversary of the effective date of such extension. Upon Any election by a Lender to extend its Commitment will be at such Lxxxxx’s sole discretion and such Lxxxxx’s failure to respond to an Extension Request within fifteen (15) Business Days from the Borrower’s timely date of delivery of such notice Extension Request shall be deemed to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment be a refusal by such Lender to so extend its Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior . Subject to the first day Agent’s receipt of any requested extension periodwritten consents to such Extension Request from the Required Lenders, then the Revolving Credit Termination Date shall be extended to for an additional one-year period for each consenting Lender; provided that the first anniversary Commitment of each non-consenting Lender (each a “Non-Extending Lender”) shall terminate on the then Existing Commitment Termination Date. Should the previously effective Revolving Credit Termination Date be extended, (without giving effect to such Extension Request). All Obligations and other amounts payable hereunder to such Non‑Extending Lender shall become due and payable by the terms and conditions of this Agreement will apply during any such extension period, and from and after Borrower on the date of such extension, the term previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) or the earlier replacement of such Non-Extending Lender pursuant to Section 2.19 and the Aggregate Commitment shall mean be reduced by the last day total Commitments of all Non-Extending Lenders expiring on such previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) unless and until one or more lenders (including other Lenders) shall have agreed to assume a, or increase its, Commitment hereunder (in which case such portion of the extended termAggregate Commitment shall be reinstated pursuant to this Section). Each Non-Extending Lender shall be required to maintain its original Commitment up to the previously effective Revolving Credit Termination Date (without giving effect to such Extension Request) that such Non-Extending Lender had previously agreed upon. The Borrower shall have the right at any time to replace each Non-Extending Lender with one or more institutions that are willing to grant the Extension Request (each, an “Additional Lender”) (including, at a lower or, subject to the following, higher Commitment level than that of the Non-Extending Lender(s) being so replaced) and that are either (i) existing Lenders (and, if any such Additional Lender is already a Lender, its Commitment shall be in addition to such Lxxxxx’s Commitment hereunder on such date) or (ii) that are not existing Lenders; provided that any such institution (x) must be an Eligible Assignee and (y) must become a Lender for all purposes under this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit D; provided that any replacement of one or more Non-Extending Lenders that results in a higher Aggregate Commitment than the Aggregate Commitment in effect prior to such Extension Request shall, to the extent of such excess, be effected pursuant to the requirements of Section 2.22.

Extension of Revolving Credit Termination Date. The Borrower mayshall have the option, exercisable one time, to extend the current Revolving Credit Termination Date in effect as of the date such right is exercised by notice twelve months. The Borrower may exercise such right only by executing and delivering to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) 60 days and but not more than ninety (90) 180 days prior to the then current Revolving Credit Termination Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Termination Date (shall be extended by twelve months effective upon receipt by the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that of the Extension Request: (i) immediately after giving effect to such extension, (x) no Default or Event of Default has occurred shall exist and is continuing (both on y) the date the notice is delivered representations and on the then Existing Commitment Revolving Credit Termination Date), (ii) warranties made or deemed made by the Borrower and each other Loan Party in the Subsidiaries are in compliance with all covenants contained in Section 8 hereofLoan Documents to which any of them is a party, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the notice is delivered same force and effect as if made on and as of such date except to the then Existing Commitment Termination Date except for extent that such representations and warranties that expressly relate solely to a prior date, an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents, (ii) taking into account any Specified Payments and Collateral Property Addition (in each such case occurring on or prior to the then-existing Revolving Credit Termination Date), immediately prior to such extension and immediately after giving effect thereto (x) as of the applicable date fiscal quarter of the Borrower most recently ended prior to the delivery of the Extension Request, the Debt Service Coverage Ratio shall equal or exceed 1.35 to 1.00, and (y) the aggregate Revolving Commitments shall not exceed the amount equal to 50% of the Appraised Value of the Collateral Properties, (iii) on which they were made or prior the then-existing Revolving Credit Termination Date, the Borrower shall have paid the Fees payable under Section 3.5(d), and (iv) the Borrower Administrative Agent shall have received an updated Appraisal in accordance with Section 7.15(e) with respect to each Collateral Property (A) for which an Appraisal in accordance with Section 7.15(e) has paid not been delivered to the Administrative Agent with the 6-month period immediately prior the then-current Revolving Credit Termination Date, or (B) in immediately available funds respect of which there has been a material change in the Extension Fee on tenancy thereof or any other material change with respect thereto since the date of the most recent Appraisal therefor delivered in accordance with Section 7.15(e). At any time prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date effectiveness of such extension, upon the term Revolving Credit Termination Date Administrative Agent’s request, the Borrower shall mean deliver to the last day of Administrative Agent a certificate from the extended termchief operating officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (i) and (ii) (together with supporting calculations attached hereto).

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be ​ extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing ​ Commitment Termination Date for one onetwo (2) additional one-year periodperiodsix-month periods. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first firstsix-month anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.

Extension of Revolving Credit Termination Date. Borrower may, by notice to Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the then Revolving Credit Termination Date (the “Existing Commitment Termination Date”), request that Lenders extend the Existing Commitment Termination Date for one two additional one-year periodsix month periods. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Revolving Credit Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) on the date the notice is delivered and on the then Existing Commitment Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension Fee on or prior to the first day of any requested extension period, then the Revolving Credit Termination Date shall be extended to the first anniversary date that is six months after of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, the term Revolving Credit Termination Date shall mean the last day of the extended term.