Common use of Conditions to Effectiveness of Extension Clause in Contracts

Conditions to Effectiveness of Extension. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date and no more than two (2) extensions of the Term Loan Maturity Date shall be permitted hereunder and (y) any extension of any Applicable Maturity Date pursuant to this Section 2.21 shall not be effective with respect to any Existing Extension Lender unless: (i) the Borrower, the Administrative Agent, each Extending Lender and each Additional Commitment Lender (if any) shall have entered into a letter agreement confirming the applicable extension (the date of such letter agreement, the “Confirmation Date”), (ii) no Default or Event of Default shall have occurred and be continuing on the applicable Confirmation Date and immediately after giving effect thereto; (iii) the representations and warranties of the Borrower set forth in this Agreement (excluding the representations and warranties set forth in Sections 3.04(d) and 3.06(a)) are true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the applicable Confirmation Date and after giving effect thereto on a Pro Forma Basis, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iv) the Administrative Agent shall have received a certificate from the Borrower signed by a Financial Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (ii) and (iii) and (B) if reasonably requested by the Administrative Agent, certifying and attaching the resolutions (if any are required) adopted by each Borrower approving or consenting to such extension.

Conditions to Effectiveness of Extension. Notwithstanding Subject to the foregoingprovisions of the(b) foregoing clause (a), (x) no more than two (2) extensions the extension of the Revolving Credit Maturity Date and no more than two (2) extensions of the Term Loan Maturity Date shall be permitted hereunder and (y) any extension of any Applicable Maturity Date pursuant to this Section 2.21 shall not be effective with respect to any Existing Extension Revolving Lender unless: (i) the Borrower, the Administrative Agent, each Extending Lender and each Additional Commitment Lender (if any) shall have entered into a letter agreement confirming the applicable extension (the date of such letter agreement, the “Confirmation Date”), (ii) no Default or Event of Default shall have has occurred and be is continuing on the applicable Confirmation Date and immediately after giving effect theretothe(i) subject Extension Effective Date; (iii) the representations and warranties of contained in Section 46 and the Borrower set forth in this Agreement (excluding the representations and warranties set forth in Sections 3.04(dother(ii) and 3.06(a)) Credit Documents are true and correct in all material respects (or, in the case of any such representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the applicable Confirmation Date subject Extension Effective Date, except to the extent that such representations and after giving effect thereto on a Pro Forma Basiswarranties specifically refer to an earlier date, as though made on in which case they are true and correct in all material respects as of such date earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in subsections (ora) and (b) of Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), if any such representation or warranty is expressly stated to respectively, of Section 7.1; for the second six (6) month extension, the initial six (6) month(iii) extension shall have been made as of a specific date, as of such specific date)validly exercised; and (iv) the Administrative Agent shall have received a certificate from the Borrower signed by a Financial Officer pro forma Compliance(iv) Certificate as of the Borrower subject Extension Effective Date; [intentionally deleted]; and(v) the Borrowers shall pay to the Administrative Agent (Afor the benefit of(vi) certifying the accuracy Revolving Lenders) on the subject Extension Effective Date a fee (to be shared among and paid to the Revolving Lenders based upon their Revolving Commitment Percentages of the foregoing clauses Aggregate Revolving Commitments) equal to the product of (i) 0.0625% multiplied by (ii) and (iiithe then Aggregate Revolving Commitments. Conflicting Provisions. This Section shall supersede any provisions in Section(c) and (B) if reasonably requested by 11.4 to the Administrative Agent, certifying and attaching the resolutions (if any are required) adopted by each Borrower approving or consenting to such extensioncontrary. Increase in Commitments.Section 2.19

Conditions to Effectiveness of Extension. Notwithstanding As a condition precedent to each such extension, the foregoing, (x) no more than two (2) extensions Borrower shall pay to Administrative Agent for the pro rata benefit of the Revolving Lenders, an extension fee equal to 0.125% (12.5 basis points) of the aggregate Revolving Commitments at the time of such extension, payable on the then current Revolving Credit Maturity Date, and deliver to the Administrative Agent a certificate of each Loan Party dated as of the then current Revolving Credit Maturity Date and no more than two (2) extensions signed by a Financial Officer of the Term such Loan Maturity Date shall be permitted hereunder and (y) any extension of any Applicable Maturity Date pursuant to this Section 2.21 shall not be effective with respect to any Existing Extension Lender unless: Party (i) approving or consenting to such extension (and attaching resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s organizational documents) and (ii) in the case of the Borrower, the Administrative Agentcertifying that, each Extending Lender immediately before and each Additional Commitment Lender (if any) shall have entered into a letter agreement confirming the applicable extension (the date of such letter agreement, the “Confirmation Date”), (ii) no Default or Event of Default shall have occurred and be continuing on the applicable Confirmation Date and immediately after giving effect thereto; to such extension, (iiiA) the representations and warranties of contained in Article III and the Borrower set forth in this Agreement (excluding the representations and warranties set forth in Sections 3.04(d) and 3.06(a)) other Loan Documents are true and correct in all material respects (orexpect to the extent such representation and warranties are qualified by materiality, material adverse effect or words or phrases of similar import, in the which case of any such representation or warranty qualified by materiality or Material Adverse Effect, they shall be true and correction in all respects) on and as of the applicable Confirmation Date current Revolving Credit Maturity Date, except to the extent that such representations and after giving effect thereto on a Pro Forma Basiswarranties specifically refer to an earlier date, as though made on in which case they were true and correct as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, and except that for purposes of this Section 2.21, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of such specific date); and (iv) the Administrative Agent shall have received a certificate from the Borrower signed by a Financial Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (ii) and (iii) and Section 5.01, (B) if Borrower is in compliance with all of the financial covenants set forth in Section 6.11 based on the most recently delivered quarterly financial statements pursuant to the terms hereof, (C) no Default or Event of Default exists and (D) each Guarantor provides Administrative Agent with an affirmation and consent, in form and substance reasonably requested by the acceptable to Administrative Agent, certifying and attaching the resolutions (if any are required) adopted by each Borrower approving or consenting to such extension.. ​ 66 ​

Conditions to Effectiveness of Extension. Notwithstanding As a condition precedent to such extension, the foregoing, (x) no more than two (2) extensions Borrower shall pay to Administrative Agent for the pro rata benefit of the Revolving Lenders, an extension fee equal to 0.15% (15 basis points) of the aggregate Revolving Commitments at the time of such extension, payable on the then current Revolving Credit Maturity Date, and deliver to the Administrative Agent a certificate of each Loan Party dated as of the then current Revolving Credit Maturity Date and no more than two (2) extensions signed by a Financial Officer of the Term such Loan Maturity Date shall be permitted hereunder and (y) any extension of any Applicable Maturity Date pursuant to this Section 2.21 shall not be effective with respect to any Existing Extension Lender unless: Party (i) approving or consenting to such extension (and attaching resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s organizational documents) and (ii) in the case of the Borrower, the Administrative Agentcertifying that, each Extending Lender immediately before and each Additional Commitment Lender (if any) shall have entered into a letter agreement confirming the applicable extension (the date of such letter agreement, the “Confirmation Date”), (ii) no Default or Event of Default shall have occurred and be continuing on the applicable Confirmation Date and immediately after giving effect thereto; to such extension, (iiiA) the representations and warranties of contained in Article III and the Borrower set forth in this Agreement (excluding the representations and warranties set forth in Sections 3.04(d) and 3.06(a)) other Loan Documents are true and correct in all material respects (orexpect to the extent such representation and warranties are qualified by materiality, in the which case of any such representation or warranty qualified by materiality or Material Adverse Effect, they shall be true and correction in all respects) on and as of the applicable Confirmation Date Revolving Credit Maturity Date, except to the extent that such representations and after giving effect thereto on a Pro Forma Basiswarranties specifically refer to an earlier date, as though made on in which case they were true and correct as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, and except that for purposes of this Section 2.21, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of such specific date); and (iv) the Administrative Agent shall have received a certificate from the Borrower signed by a Financial Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (ii) and (iii) and Section 5.01, (B) if Borrower is in compliance with all of the financial covenants set forth in Section 6.11 based on the most recently delivered quarterly financial statements pursuant to the terms hereof, (C) no Default or Event of Default exists and (D) each Guarantor provides Administrative Agent with an affirmation and consent, in form and substance reasonably requested by the acceptable to Administrative Agent, certifying and attaching the resolutions (if any are required) adopted by each Borrower approving or consenting to such extension.