Common use of Extension Option Clause in Contracts

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty eighty (120180) days nor less than one ninety (190) month days prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier datedate or is qualified as to “materiality”, in “Material Adverse Change” or similar language (which case such representations and warranties were shall be true and correct in all respects as of such date, qualified therein) and except for changes in factual circumstances not prohibited under the Loan Documentspermitted hereunder), and (y) no Default under Section 9.01(1) and no Event of Default has occurred and is continuing; (ii) no Default under Section 9.01(1) and no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an ; provided, however, that the extension fee set forth in this Section 2.17 shall not be payable if the Borrower rescinds the Extension Notice shall be irrevocableprior to the then current Maturity Date.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six one (61) months year per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.125% of the Total Loan Commitment outstanding principal amount of Loans on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an each Extension Notice shall be irrevocable.

Extension Option. Borrower may extend the Ratable Loan Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Ratable Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties of Borrower and the other Loan Parties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (and in all respects to the extent qualified by Material Adverse Change or other materiality qualifier) on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Ratable Loan Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) 0.0625% of the Total aggregate Ratable Loan Commitment on such Extension Date Commitments for each the first extension and (y) 0.075% of the aggregate Ratable Loan Commitments for the second extension, which fee shall be distributed by Administrative Agent pro rata to each of the Ratable Loan Banks based on each Ratable Loan Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. Borrower (a) Notwithstanding anything to the contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which provisions shall not be applicable to this Section 2.25 except as expressly provided below in this Section 2.25) or any other Credit Document, Company may extend at any time and from time to time request that the Maturity Date two (2) times only for scheduled final maturity date of all or a period of six (6) months per extension upon satisfaction portion of the following Term Loans of any Class (an “Existing Term Loan Class”) be extended (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms and conditions for each extension: (i) delivery by Borrower of consistent with this Section 2.25. In order to establish any Extended Term Loans, Company shall provide a written notice to Administrative Agent (an who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension NoticeRequest”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the then-Term Loans of the Existing Term Loan Class from which they are to be extended except (i) the scheduled Maturity Datefinal maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class, which Extension Notice Administrative Agent shall promptly deliver (ii)(A) the interest margins with respect to the Banks, which Extension Notice shall include a certification dated as of Extended Term Loans may be higher or lower than the date interest margins for the Term Loans of such Extension Notice signed Existing Term Loan Class and (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by a duly authorized signatory of Borrowerthe preceding clause (A), statingin each case, to the best of extent provided in the certifying party’s knowledge, applicable Extension Amendment (xas defined below) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower the voluntary and mandatory prepayment rights of the Extended Term Loans shall pay be subject to the provisions set forth in Section 2.13 and Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans made pursuant to any Term Loan Extension Request shall constitute a separate Class of Term Loans from the Existing Term Loan Class of Term Loans from which they were extended. (b) Company may at any time and from time to time request that the termination date of all or a portion of the Revolving Commitments then in effect (each existing at the time of such request, an “Existing Revolving Commitment” and any related revolving loans thereunder, “Existing Revolving Loans”) be extended and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Revolving Loans related to such Existing Revolving Commitments (any such Existing Revolving Commitments which have been so extended, “Future Extended Revolving Commitments” and any related Loans, “Future Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.25. In order to establish any Future Extended Revolving Commitments, Company shall provide a notice to Administrative Agent on or before (who shall provide a copy of such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata notice to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.-116- 105376510

Extension Option. The Borrower may extend request that the Maturity Date two be extended for one additional 364-day period by providing notice of such request (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (such notice, an “Extension Notice”) on or before to the Administrative Agent. If a date Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Loans will be extended for an additional 364-day period from the then existing Maturity Date (the “Existing Maturity Date”) and such extended Maturity Date shall become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that is not (i) Extenders represent more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as 50% of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best outstanding principal amount of the certifying party’s knowledgeLoans, (xii) all representations and warranties contained made by the Borrower in this Agreement and in each of or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the such date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations as if made on and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (yiii) no Default or Event of Default has occurred exists, except (A) any representations and is continuing; (ii) no Event warranties which are explicitly stated as having been made as of Default a specific date, which representations and warranties shall have occurred be true and be continuing correct in all material respects on the original Maturity Date (an “Extension Date”); and as of such date and (iiiB) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated and (iv) the Borrower shall pay to Administrative Agent on or before such Extension Date a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.06250.05% of the Total Loan Commitment on such Extension principal amount of the Loans for which the Maturity Date for each extensionis extended, which fee shall be distributed by Administrative Agent pro rata to each due and payable upon effectiveness of the Banks based on each Bank’s Pro Rata Shareextension. Any Lender that declines or does not respond to the Borrower’s delivery request for extension (a “Declining Lender”) will have its Loan mature on the Existing Maturity Date; provided that if any Declining Lender assigns pursuant to Section 9.6(c) all or any portion of an Extension Notice shall be irrevocable.its Loan prior to the replacement of such Lender and the Assignee of such Active.40134080.7

Extension Option. Borrower may extend Solely in the Maturity Date two (2) times only for a period case of six (6) months per extension upon the First Extension Option, subject to satisfaction of the following terms conditions, the Termination Date with respect to all Commitments shall be extended for one year (as so extended, the “First Extended Termination Date”) effective upon receipt by the Administrative Agent of the Extension Request in connection with the First Extension Option and conditions for each extension: payment of the fee referred to in the following clause (ii): (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month immediately prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledgeextension and immediately after giving effect thereto, (x) all no Default or Event of Default shall exist and (y) the representations and warranties contained in this Agreement made or deemed made by the Borrower and in each of the other Loan Party in the Loan Documents are to which any of them is a party, 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 and as of the date of such Extension Notice (extension with the same force and effect as if made on and as of such date except in those cases where to the extent that such representation or warranty representations and warranties expressly relates relate solely to an earlier date, date (in which case such representations and warranties were 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) on and as of such earlier date, ) and except for changes in factual circumstances not prohibited specifically and expressly permitted under the Loan DocumentsDocuments and, (ii) the Borrower shall have paid the Fees payable under Section 3.5.(d), and (iii) (x) the 6.75% Senior Notes shall have been paid in full or refinanced pursuant to a Qualified Refinancing Issuance, and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default the Term Loans shall have occurred and be continuing on been repaid in full. At any time prior to the original Maturity Date effectiveness of any such extensionthe First Extension Option, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (an “Extension Date”); i)(x) and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocablei)(y).

Extension Option. The Borrower may request that the Maturity Date be extended for one additional 364-day period by providing notice of such request (such notice, an “Extension Notice”) to the Administrative Agent. If a Lender agrees, in its individual and sole discretion, to extend the Maturity Date applicable to its Loan (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Maturity Date for the Extending Lenders’ Loans will be extended for an additional 364-day period from the then existing Maturity Date (the “Existing Maturity Date”) and such extended Maturity Date shall become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) Extenders represent more than 50% of the outstanding principal amount of the Loans, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated and (iv) the Borrower shall pay a fee to the Administrative Agent, for the ratable benefit of each Extender, equal to 0.05% of the principal amount of the Loans for which the Maturity Date is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for extension (a “Declining Lender”) will have its Loan mature on the Existing Maturity Date; provided that if any Declining Lender assigns pursuant to Section 9.6(c) all or any portion of its Loan prior to the replacement of such Lender and the Assignee of such Loan (an “Extending Assignee”) agrees to extend the Maturity Date of such assigned Loan until the latest applicable Maturity Date of other then existing Loans that have been extended pursuant to this Section 2.18, then the Maturity Date of such assigned Loan shall automatically be extended to the latest applicable Maturity Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments to purchase Loans held by any Declining Lenders from third party financial institutions (“Extending New Lenders”) subject to the consent of the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld) in an amount up to the aggregate outstanding principal amount of such Loans held by one or more Declining Lenders. An Extending New Lender or a Lender may replace a Declining Lender in whole or in part pursuant to Section 2.17; provided, in the event of a partial replacement, the aggregate outstanding principal amount of the Loans held by such Declining Lender after effectuating such partial replacement shall equal at least $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent). The Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not no more than one hundred twenty (120) days nor less than one (1) month prior once following the Closing Date pursuant to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableSection 2.18.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty eighty (120180) days nor less than one ninety (190) month days prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier datedate or is qualified as to “materiality”, in “Material Adverse Change” or similar language (which case such representations and warranties were shall be true and correct in all respects as of such date, qualified therein) and except for changes in factual circumstances not prohibited under the Loan Documentspermitted hereunder), and (y) no Default under Section 9.01(1) and no Event of Default has occurred and is continuing; (ii) no Default under Section 9.01(1) and no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an ; provided, however, that the extension fee set forth in this Section 2.17 shall not be payable if the Borrower rescinds the Extension Notice shall be irrevocableprior to the then current Maturity Date.

Extension Option. The Borrower may extend request that the Maturity Date two Total Commitments be renewed for additional one year periods by providing notice of such request (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (such notice, an “Extension Notice”) on or before to the Administrative Agent no more frequently than once in a date calendar year. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than the applicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an 41 ‌ 509265-1292-16352-Active.25729829.7 ​ additional one year from the then existing Termination Date and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that is not (i) more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as 50% of the date of such Extension Notice signed Total Commitments is extended or otherwise committed to by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledgeExtending Lenders and any new Lenders, (xii) all representations and warranties contained made by the Borrower in this Agreement and in each of or pursuant to the other Loan Documents are shall be true and correct in all material respects on and as of the such date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations as if made on and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall pay repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) and the Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent on or before such Extension Date a fee equal any other Lender. The Borrower will have the right to 0.0625% accept commitments from third party financial institutions subject to the consent of the Total Loan Commitment on such Extension Date for each extension, which fee shall be distributed by Administrative Agent pro rata to each and the Issuing Lenders (such consent of the Banks based on each Bank’s Pro Rata ShareAdministrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. Borrower’s delivery of an Extension Notice shall be irrevocableThe Borrower may extend the Termination Date no more than twice following the Effective Date pursuant to this Section 2.18.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) for the first extension, 0.0625% of the Total Loan Commitment and (y) for the second extension, 0.075% of the Total Loan Commitment, in each case on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.

Extension Option. Borrower (a) Notwithstanding anything to the contrary set forth in this Agreement (including without limitation, Sections 2.5 and 10.5 (which provisions shall not be applicable to this Section 2.25 except as expressly provided below in this Section 2.25) or any other Credit Document, Company may extend at any time and from time to time request that the Maturity Date two (2) times only for scheduled final maturity date of all or a period of six (6) months per extension upon satisfaction portion of the following Term Loans of any Class (an “Existing Term Loan Class”) be extended (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms and conditions for each extension: (i) delivery by Borrower of consistent with this Section 2.25. In order to establish any Extended Term Loans, Company shall provide a written notice to Administrative Agent (an who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension NoticeRequest”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the then-Term Loans of the Existing Term Loan Class from which they are to be extended except (i) the scheduled Maturity Datefinal maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class, which Extension Notice Administrative Agent shall promptly deliver (ii)(A) the interest margins with respect to the Banks, which Extension Notice shall include a certification dated as of Extended Term Loans may be higher or lower than the date interest margins for the Term Loans of such Extension Notice signed Existing Term Loan Class and (B) additional fees may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased margins contemplated by a duly authorized signatory of Borrowerthe preceding clause (A), statingin each case, to the best of extent provided in the certifying party’s knowledge, applicable Extension Amendment (xas defined below) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% the voluntary and mandatory prepayment rights of the Total Loan Commitment on such Extension Date for each extension, which fee Extended Term Loans shall be distributed by Administrative Agent pro rata subject to each the provisions set forth in Section 2.13 and Section 2.14. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans made pursuant to any Term Loan Extension Request shall constitute a separate Class of Term Loans from the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery Existing Term Loan Class of an Extension Notice shall be irrevocableTerm Loans from which they were extended.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an each Extension Notice shall be irrevocable.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per for each extension (i.e., 12 months in the aggregate) upon satisfaction of the following terms and conditions for each extensionconditions: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original then-scheduled Maturity Date (an “Extension Date”); , and (iii) if the then-scheduled Maturity Date is extended, Borrower shall pay to Administrative Agent on or before such the Extension Date for each extension a fee equal to 0.06250.075% of the Total Loan Commitment on such Extension Date for each extensionDate, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.”

Extension Option. The Borrower shall have the right, exercisable one time for the revolving facility and one time for the Term Loans, to request that the Administrative Agent and the Revolving Lenders agree to extend the Revolving Termination Date or the Term Loan Maturity Date, or both, by one year. The Borrower may extend exercise such right only by executing and delivering to the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent at least thirty (an “Extension Notice”30) on or before a date that is days but not more than one hundred twenty eighty (120180) days nor less than one (1) month prior to the then-scheduled current Revolving Termination Date or Term Loan Maturity Date, which as applicable, a written request for such extension (an “Extension Notice Request”). The Administrative Agent shall notify the Revolving Lenders or Term Loan Lenders, as applicable, if it receives an Extension Request promptly deliver upon receipt thereof. Subject to the Banks, which Extension Notice shall include a certification dated as satisfaction of the date of such Extension Notice signed following conditions, the Revolving Termination Date or the Term Loan Maturity Date, or both, shall be extended for one year from the then current Revolving Termination Date or Term Loan Maturity Date, as applicable, effective upon receipt by a duly authorized signatory of Borrower, stating, to the best Administrative Agent of the certifying party’s knowledge, Extension Request and payment of the fee referred to in the following clause (y): (x) all immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in this Agreement made or deemed made by the Borrower and in each of the other Loan Party in the Loan Documents are to which any of them is a party, 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 and as of the date of such Extension Notice (extension with the same force and effect as if made on and as of such date except in those cases where to the extent that such representation or warranty representations and warranties expressly relates relate solely to an earlier date, date (in which case such representations and warranties were 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) on and as of such earlier date, and except for changes in factual circumstances not prohibited under the Loan Documents), ) and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default the Borrower shall have occurred and be continuing on paid the original Maturity Date Fees payable under Section 3.5(e) and/or (an “Extension Date”f); , as applicable. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (iii) Borrower shall pay to x)(B). The Administrative Agent on or before such Extension Date a fee equal to 0.0625% shall promptly notify the Borrower once the foregoing conditions have been satisfied and of the Total new Revolving Termination Date and/or Term Loan Commitment on such Extension Date for each extensionMaturity Date, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableas applicable.

Extension Option. Borrower may extend the Maturity Date two times only for two (2) times only for a period periods of six one (61) months per extension year each upon satisfaction of the following terms and conditions for each extensionconditions: (i) delivery by Borrower of a written notice to Administrative Agent (an “the "Extension Notice”") on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled then applicable Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such the Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s 's knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such the Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Default or Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing both on the date Borrower delivers the Extension Notice and on the original Maturity Date or on the Maturity Date as so extended, in the case of the second Extension Notice (an “in either case, the "Extension Date”"); , and (iii) Borrower shall pay to Administrative Agent on or before such (x) the first Extension Date a fee equal to 0.06250.075% of the Total Loan Commitment on such the first Extension Date, and (y) the second Extension Date for each extensiona fee equal to 0.10% of the Total Loan Commitment on the second Extension Date, which fee fees shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s 's Pro Rata Share. Borrower’s 's delivery of an the Extension Notice Notices shall be irrevocable.

Extension Option. Borrower Subject to this Agreement being terminated pursuant to the provisions contained herein, Buyer shall have the option (“Extension Option”), subject to Seller’s approval, which approval may extend be granted or withheld in the Maturity sole and absolute discretion of Seller, to request the extension the Outside Closing Date two (2) times only for a reasonable period of six time, as determined in Buyer’s sole and absolute discretion (6) months per extension upon satisfaction but not beyond April 15, 2013), in order to obtain the approval of Lender and HUD of the following terms Loan Assumption, the TIF Declaration and conditions for each extension: the matters described in Section 4.2.10 (i) delivery by Borrower of a “Extended Outside Closing Date”). If Buyer desires to exercise the Extension Option, it shall provide written notice to Administrative Agent (an “Seller during the period beginning on December 1, 2012 and ending on December 15, 2012 requesting such Extension Notice”) Option. If Seller has not affirmatively approved Buyer’s requested Extension Option by delivering written notice of such approval to Buyer on or before December 21, 2012, Seller shall be deemed to have approved such requested Extension Option. If Seller rejects Buyer’s requested Extension Option on or before December 21, 2012 and HUD fails to approve the Loan Assumption, the TIF Declaration or the matters described in Section 4.2.10 on or before December 31, 2012, Buyer shall have the right to terminate for a date that is not more than one hundred twenty failure of a condition precedent and the Deposit shall be returned to Buyer and Seller shall reimburse Buyer within five (1205) days nor less than one (1) month prior for up to $150,000 of the actual third party costs incurred by Buyer in connection with the negotiation of this Agreement, the conduct of its due diligence of the Property and Membership Interests and the application process for the Loan Assumption. If the Extension Option is requested and approved pursuant to this Section 5.2, then-scheduled Maturity , from and after said original Outside Closing Date, which Extension Notice Administrative Agent the Deposit (and any interest thereon) shall promptly deliver to the Banks, which Extension Notice shall include a certification dated be non-refundable except as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained provided in this Agreement Section 5.1 and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice subsections (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (yz)(i) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extensionsixth sentence of Section 3.1 and subsection (z)(ii) of said sixth sentence only as it relates to a Seller default, which fee shall be distributed by Administrative Agent pro rata as it relates to each Section 4.2.3 or as it relates to Section 4.2.8 (it being expressly understood and agreed that any failure of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery condition set forth in Section 4.2.7 that occurs after the exercise of an the Extension Notice shall be irrevocableOption is hereby deemed waived by Buyer.

Extension Option. The Borrower may extend the Term Loan Maturity Date two (2) times only for a period of six one (61) months year per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by the Borrower of a written notice to the Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-then scheduled Term Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, Term Loan Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such date, earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on as of the original then scheduled Term Loan Maturity Date (an “Extension Date”); , and (iii) the Borrower shall pay to the Administrative Agent on or before such Extension the then scheduled Term Loan Maturity Date a fee equal to 0.0625(x) 0.125% of the Total outstanding principal amount of the Term Loans on the original Term Loan Commitment on such Extension Maturity Date for each the first extension and (y) 0.15% of the outstanding principal amount of the Term Loans on the Term Loan Maturity Date, as extended by the first such extension, for the second extension, which fee shall be distributed by Administrative Agent pro rata to each of the Term Loan Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocableTerm Loan Commitment Percentage.

Extension Option. Borrower may extend the Maturity Date two (2) times only for a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by Borrower of a written notice to Administrative Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than one (1) month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Maturity Date (an “Extension Date”); , and (iii) Borrower shall pay to Administrative Agent on or before such Extension Date a fee equal to (x) 0.0625% of the Total Loan Commitment on such Extension Date for each the first extension and (y) 0.075% of the Total Loan Commitment for the second extension, which fee shall be distributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of an Extension Notice shall be irrevocable.