Common use of Extension Option Clause in Contracts

Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of extend the Maturity Date two (2) times only for additional a period of one (1) year periods (each, an “Extended Maturity Date”); provided that per extension upon satisfaction of the following terms and conditions for each extension: (i) the delivery by Borrower provides of a written notice requesting the extension to JPMCB, as Administrative Agent, Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than 30 days one (1) month prior to the Maturity Date or the initial Extended then scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as applicableof the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (iix) 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 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 on the original Maturity Date (an “Extension Date”), and (iii) no more than two Borrower shall pay to Administrative Agent on or before such requests Extension Date a fee equal to 0.125% of the outstanding principal amount of Loans on such Extension Date, which fee shall be made. JPMCB, as distributed by Administrative Agent, shall promptly notify Agent pro rata to each of the Lenders Banks based on each Bank’s Pro Rata Share. Borrower’s delivery of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively each Extension Notice shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lendersirrevocable.

Extension Option. (a) The Borrower At any time on and after the first anniversary of the Effective Date through the date that is 45 days prior to the Termination Date in effect on the date hereof, the Borrowers may request an extension of the Maturity Termination Date for additional a period of one year periods (each, an “Extended Maturity Date”); provided that (i) from the Borrower provides Termination Date then in effect by providing written notice requesting to that effect to the extension to JPMCB, as Administrative Agent, Agent not less than 30 days nor more than 90 days prior to the Maturity Date or date on which such extension is to take effect (each such request, an “Extension Request”), whereupon the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, Agent shall promptly notify each of the Lenders of such requestExtension Request; provided that, (i) in no event shall more than two Extension Requests be made and (ii) any second Extension Request shall not be made earlier than at least 12 months after the date of the first Extension Request. Each Lender will use its best efforts to respond to any such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 10 Business Days 30 days of any such notice to JPMCBthe Administrative Agent. If any Lender shall not have responded affirmatively within any such 30-day period, as Administrative Agent such Lender shall be deemed to have rejected the Borrowers’ proposal to extend its Commitment and (iv) in no event, after giving effect to such extension, shall only the tenor exceed 5 years. The Commitments of those Lenders that which have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of extend the Maturity Date two (2) times only for additional one year periods a period of six (each, an “Extended Maturity Date”); provided that 6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) the delivery by Borrower provides of a written notice requesting the extension to JPMCB, as Administrative Agent, Agent (an “Extension Notice”) on or before a date that is not more than one hundred twenty (120) days nor less than 30 days one (1) month prior to the Maturity Date or the initial Extended then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks, which Extension Notice shall include a certification dated as applicableof the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (iix) 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 Default or 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) no more than two Borrower shall pay to Administrative Agent on or before such requests Extension Date a fee equal to 0.0625% of the Total Loan Commitment on such Extension Date for each extension, which fee shall be made. JPMCB, as distributed by Administrative Agent, shall promptly notify Agent pro rata to each of the Lenders of such requestBanks based on each Bank’s Pro Rata Share. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts Borrower’s delivery of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 Notice shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lendersirrevocable.

Extension Option. (a) The Borrower may request an extension of the Maturity Date (no more than two times) for additional one one-year periods (each, an “Extended Maturity Date”)periods; provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as the Administrative Agent, Agent not less earlier than 90 days and not later than 30 days prior to any anniversary of the Maturity Effective Date or the initial Extended Maturity (an “Anniversary Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made”). JPMCB, as The Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively, as it may elect in negatively (each Lender that determines not to so extend its sole discretionMaturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to JPMCB, as Administrative Agent and (iv) in no event, after giving effect respond to such extension, request within the time period specified in the preceding sentence shall the tenor exceed 5 yearsbe deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extendedextended on the applicable Anniversary Date, subject to (x) receipt by JPMCB, as the AMERICAS/2024050510.8 Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) satisfaction of each of the conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.20 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so Agreements are executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (iLenders) the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days and not more than 90 days prior to any anniversary of the Maturity Effective Date or the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no but on not more than two such requests shall be made. JPMCBoccasions6 during the term of this Agreement), as Administrative Agent, shall promptly notify each of request that the Lenders extend the Termination Date for an additional period of such requestone year. Each Lender will respond to such requestshall, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such by notice to JPMCB, as the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s notice, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called ea “Declining Lender”). Any Lender that has not so advised the Borrower and the 6 The extensions effected pursuant to the First Amendment , the Second Amendment and the Second AmendmentsThird Amendment do not reduce the number of occasions on which the Borrower may further extend the Termination Date. [[NYCORP:3871949v1:09/28/2018--03:51 PM]][[NYCORP:3871949v5:10/16/2018--11:40 AM]][[NYCORP:3871949v5:10/16/2018--11:40 AM]] Letter of Credit Termination Date and (ivb) in no event, after giving effect extension of the Termination Date pursuant to such extension, this Section 2.18 shall become effective unless (i) to the tenor exceed 5 years. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt extent reasonably requested by JPMCB, as the Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(b) and/or 3.01(d) as to the corporate power and all authority of the Lenders which Borrower to effect such extension and (ii) the Administrative Agent shall have responded affirmatively. No extension received a certificate executed by a financial officer of the Commitments Borrower, dated as of the anniversary of the Effective Date that immediately follows the date on which the Borrower deliversdate of effectiveness of the applicable Termination Date extension request, stating that (A) as of such date, no Default shall have occurred and is continuing and (B) the representations and warranties of the Borrower contained in Article 4 are true in all material respects on and as of such date (except to the extent any such representations or warranties are limited to an earlier date, in which case such representations and warranties shall be true in all material respects as of such earlier date). For the avoidance of doubt, no consent, upfront or similar fees will be required to be paid by the Borrower in connection with any extension effected pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered 2.18, except as otherwise expressly agreed by the Required LendersBorrower.

Extension Option. (a) The Borrower may request an extension of the Maturity Date for an additional one year periods 364-day period (each, an the “Extended Maturity Date”); provided that (i) the Borrower (A) provides written notice requesting the extension to JPMCB, as the Administrative Agent, Agent not less than 30 days nor more than 60 days prior to the Maturity Date or and (B) delivers to the initial Administrative Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two such requests shall be madethe Borrower has not exercised the Term-Out Option. JPMCB, as The Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as the Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 yearsAgent. The Commitments of those Lenders that which have responded affirmatively shall be extended, subject to receipt by JPMCB, as the Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of the Maturity Date for an additional one year periods 364-day period (each, an the “Extended Maturity Date”); provided that (i) the Borrower (A) provides written notice requesting the extension to JPMCB, as the Administrative Agent, Agent not less than 30 25 days nor more than 60 days prior to the Maturity Date or and (B) delivers to the initial Administrative Agent a certificate signed by a duly authorized officer certifying a copy of the resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two such requests shall be madethe Borrower has not exercised the Term-Out Option. JPMCB, as The Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as the Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 yearsAgent. The Commitments of those Lenders that which have responded affirmatively shall be extended, subject to receipt by JPMCB, as the Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of the Maturity Date (no more than two times) for additional one one-year periods (each, an “Extended Maturity Date”)periods; provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as the Administrative Agent, Agent not less earlier than 90 days and not later than 30 days prior to any anniversary of the Maturity Effective Date or the initial Extended Maturity (an “Anniversary Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made”). JPMCB, as The Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively, as it may elect in negatively (each Lender that determines not to so extend its sole discretionMaturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to JPMCB, as Administrative Agent and (iv) in no event, after giving effect respond to such extension, request within the time period specified in the preceding sentence shall the tenor exceed 5 yearsbe deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extendedextended on the applicable Anniversary Date, subject to (x) receipt by JPMCB, as the Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) satisfaction of each of the conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.20 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so Agreements are executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of the Maturity Date for additional one year periods (each, an “Extended Maturity Date”); provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as Administrative Agent, not less than 30 days prior to the Maturity Date or the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 10 Business Days of such notice to JPMCB, as Administrative Agent and (iv) in no event, after giving effect to such extension, shall the tenor exceed 5 yearsAgent. The Commitments of those Lenders that have responded affirmatively shall be extended, subject to receipt by JPMCB, as Administrative Agent, of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders.

Extension Option. (a) The Borrower may request an extension of the Maturity Date (no more than two times) for additional one one-year periods (each, an “Extended Maturity Date”)periods; provided that (i) the Borrower provides written notice requesting the extension to JPMCB, as the Administrative Agent, Agent not less earlier than 90 days and not later than 30 days prior to any anniversary of the Maturity Effective Date or the initial Extended Maturity (an “Anniversary Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made”). JPMCB, as The Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively, as it may elect in negatively (each Lender that determines not to so extend its sole discretionMaturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to JPMCB, as Administrative Agent and (iv) in no event, after giving effect respond to such extension, request within the time period specified in the preceding sentence shall the tenor exceed 5 yearsbe deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extendedextended on the applicable Anniversary Date, subject to (x) receipt by JPMCB, as the Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent Agent, the L/C Issuers and all of the Lenders which have responded affirmatively, (y) each of the conditions set forth in clause (c) of this Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.20 2.17 shall be legally binding on any party hereto unless and until such Extension Agreement is so Agreements are executed and delivered by the Required Lenders.

Extension Option. (a) The Termination Date may be extended in the manner set forth in this Section for a period of one year from the Termination Date then in effect. If the Borrower may wishes to request an extension of the Maturity Date for additional one year periods (eachTermination Date, an “Extended Maturity Date”); provided that (i) the Borrower provides shall give written notice requesting to that effect to the extension to JPMCB, as Administrative Agent, Agent not less than 30 days nor more than 90 days prior to each anniversary of the date hereof that occurs on or prior to the Maturity Termination Date or then in effect, whereupon the initial Extended Maturity Date, as applicable, (ii) no Default or Event of Default has occurred and is continuing, (iii) no more than two such requests shall be made. JPMCB, as Administrative Agent, Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 10 Business Days 30 days of such notice to JPMCBthe Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, as Administrative Agent such Lender shall be deemed to have rejected the Borrower’s proposal to extend its Commitment and (iv) in no event, after giving effect to such extension, shall only the tenor exceed 5 years. The Commitments of those Lenders that which have responded affirmatively shall be extended, subject to receipt by JPMCB, as the Administrative Agent, Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.20 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having more than 50% of the Required Lendersaggregate amount of the Commitments.