Common use of Conditions to Effectiveness of Extension Clause in Contracts

Conditions to Effectiveness of Extension. As conditions precedent to the effectiveness of any such extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions precedent to Notwithstanding the effectiveness of any such extension 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 each of the following requirements shall be satisfied or waived on or prior permitted hereunder and (y) any extension of any Applicable Maturity Date pursuant to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “this Section 2.21 shall not be effective with respect to any Existing Extension Effective Date”): Lender unless: (i) On 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 Revolving Loan Extension Notice letter agreement, the “Confirmation Date”), (ii) no Default or Event of Default shall have occurred and both immediately before be continuing on the applicable Confirmation Date and immediately after giving effect to such extension of the Revolving Loan Maturity Date, thereto; (xiii) each of the representations and warranties made by or on behalf of any Group Member the Borrower set forth in or pursuant to this Agreement (excluding the Loan Documents shall be representations and warranties set forth in Sections 3.04(d) and 3.06(a)) are true and correct in all material respects (or, if 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 Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects date (or, if qualified by materiality any such representation or Material Adverse Effectwarranty is expressly stated to have been made as of a specific date, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) specific date); and (biv) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of from the Borrower dated as of the Extension Effective Date signed by a Responsible Financial Officer of the Borrower (1) (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 Loan Party Borrower approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions precedent Notwithstanding the foregoing, if (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Applicable Maturity Date plus (if applicable) the Commitments of the Additional Commitment Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (d) above shall, in the aggregate, be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the effectiveness Extension Date, then, effective as of any the Extension Date, the Applicable Maturity Date, but only with respect to each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender (and to Commitments and Loans of each such Lender and Additional Commitment Lender), shall be extended to the date that is one year after the then Applicable Maturity Date; provided that the extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial Revolving Loan Applicable Maturity Date, and the occurrence of the Extension Date, shall not be effective with respect to any Extending Lender unless as determined in good faith by of the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):: (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Extension Date and immediately after giving effect thereto; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member the Revolving Borrower set forth in or pursuant to the Loan Documents shall be this Agreement are true and correct in all material respects (or, or in all respects if such representation is qualified by materiality or Material Adverse Effect, in all respects) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects date (or, if qualified by materiality any such representation or Material Adverse Effectwarranty is expressly stated to have been made as of a specific date, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (bspecific date), respectively), and (B) no Default or Event of Default exists; and (iviii) The the Administrative Agent shall have received such other certificates, opinions and other documents as a certificate from the Administrative Agent or any Revolving Borrower signed by a Financial Officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions, if any are otherwise required, adopted by the Company and the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory Borrower approving or consenting to the Administrative Agentsuch extension.

Conditions to Effectiveness of Extension. As conditions precedent to Notwithstanding the effectiveness foregoing, (x) no more than two (2) extensions of the Maturity Date shall be permitted hereunder (and not more than one such extension may be requested during any nine-month period) and (y) any extension of any such extension of the Revolving Loan Maturity Date each of the following requirements pursuant to this Section 2.22 shall not be satisfied or waived on or prior effective with respect to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):any Lender unless: (i) On there shall exist no Default or Event of Default on the date of such Revolving Loan applicable Extension Notice and both immediately before Date and immediately after giving effect to such extension of the Revolving Loan Maturity Date, thereto; (xii) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents Borrower contained herein shall be true and correct in all material respects (or, if other than to the extent qualified by materiality or “Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date”, in which case case, such representations and warranties shall have been be true and correct in all material respects correct) with the same effect as though such representations and warranties had been made on and as of the applicable Extension Date (or, if qualified by materiality or Material Adverse Effect, in all respects) to the extent that such representations and warranties specifically refer to an earlier date as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (bdate), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The the Borrower shall first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to Section 2.22(h) and any assignment pursuant to Section 2.22(h), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended; (iv) Extending Lenders holding Commitments representing at least 50% of the Commitment agree to such request for extension of the Maturity Date; and (v) the Administrative Agent shall have received a certificate of from the Borrower dated as of the Extension Effective Date signed by a Responsible an Authorized Officer of the Borrower (1A) certifying the accuracy of the foregoing clauses (Ai), (ii) and (iii) and (B) certifying and attaching the resolutions adopted by each Loan Party the Borrower approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions precedent Notwithstanding the foregoing, if (and only if) the aggregate principal amount of Loans held by the Lenders that have agreed in connection with any Extension Request to extend the Applicable Maturity Date plus (if applicable) the Loans of the Additional Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (d) above shall, in the aggregate, be at least 50% of the aggregate amount of the Loans in effect immediately prior to the effectiveness Extension Date, then, effective as of the Extension Date, the Applicable Maturity Date, but only with respect to each Lender that has agreed to so extend its Loans and (if applicable) each Additional Lender that has replaced a Non-Extending Lender (and to Loans of each such Lender and Additional Lender), shall be extended to the date that is one year after the then Applicable Maturity Date and, to the extent agreed by the Term Facility Borrower and the Extending Lenders, all or any such of the scheduled amortization payments of principal may be delayed to later dates than the scheduled amortization of principal of the Loans of the Non-Extending Lenders; provided that the extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial Revolving Loan Applicable Maturity Date, and the occurrence of the Extension Date, shall not be effective with respect to any Extending Lender unless as determined in good faith by of the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):: (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Extension Date and immediately after giving effect thereto; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member the Term Facility Borrower set forth in or pursuant to the Loan Documents shall be this Agreement are true and correct in all material respects (or, or in all respects if such representation is qualified by materiality or Material Adverse Effect, in all respects) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects date (or, if qualified by materiality any such representation or Material Adverse Effectwarranty is expressly stated to have been made as of a specific date, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (bspecific date), respectively), and (B) no Default or Event of Default exists; and (iviii) The the Administrative Agent shall have received such other certificates, opinions and other documents as a certificate from the Administrative Agent or any Term Facility Borrower signed by a Financial Officer of the Revolving Credit Lenders may reasonably requireCompany (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions, each in form if any are otherwise required, adopted by the Company and substance reasonably satisfactory the Term Facility Borrower approving or consenting to the Administrative Agentsuch extension.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of any such each extension of the Revolving Loan applicable Maturity Date each of the following requirements shall be satisfied or waived on or prior pursuant to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) On the date Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the then-existing Maturity Date with respect to the Revolving Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Revolving Loan Extension Notice Party (A) certifying and both immediately attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such extension of the Revolving Loan Maturity Dateextension, (x1) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Article V and the other Loan Documents shall be are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on such Extension Effective and as of the then-existing Maturity Date (with respect to the Revolving Credit Facility, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date date, and except that for purposes of this Section 2.172.14, the representations and warranties contained in Section 6.1(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(aclauses (a) and (b), respectively) , of Section 6.01, and (y2) no Default exists; (ii) in respect of the Revolving Credit Facility on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent for the pro rata account of each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; (A) upon the request of any Lender, made at least ten (10) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect and (B) at least five (5) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (iv) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect exist on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate date of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agentthereto.

Conditions to Effectiveness of Extension. As conditions precedent to the effectiveness of any each such extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial then existing Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Parent Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.150.0625% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Parent Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Parent Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption (in each case except in the case of an NZ Loan Party where such certificate shall be given by a director thereof and shall confirm that the necessary resolutions have been passed and remain in full force and effect) and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions precedent to the effectiveness of any such extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Parent Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Parent Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Parent Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of any such each extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior pursuant to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) On the date Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the then-existing Maturity Date with respect to the Revolving Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Revolving Loan Extension Notice Party (A) certifying and both immediately attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such extension of the Revolving Loan Maturity Dateextension, (x1) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Article V and the other Loan Documents shall be are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on such Extension Effective and as of the then-existing Maturity Date (with respect to the Revolving Credit Facility, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date date, and except that for purposes of this Section 2.172.14, the representations and warranties contained in Section 6.1(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(aclauses (a) and (b), respectively) , of Section 6.01, and (y2) no Default exists; (ii) on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent for the pro rata account of each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; (iii) (A) upon the request of any Lender, made at least ten (10) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect and (B) at least five (5) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (iv) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect exist on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate date of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agentthereto.

Conditions to Effectiveness of Extension. As conditions precedent to Notwithstanding the effectiveness foregoing, any extension of any such extension of the Revolving Loan Stated Maturity Date each of the following requirements pursuant to this Section 2.14 shall not be satisfied or waived on or prior effective with respect to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):any Lender unless: (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Anniversary Date and after giving effect thereto; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to the Loan Documents shall be Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the applicable Anniversary Date and after giving effect thereto, as though made on and as of such date (or, if qualified by materiality any such representation or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties warranty is expressly relate stated to have been made as of an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date date); (iii) a Responsible Officer of the Borrower and except that for purposes a Responsible Officer of this Section 2.17, the representations and warranties contained MLP deliver to the Administrative Agent a certificate certifying as the matters set forth in Section 6.1(athe foregoing clauses (i) and (bii); (iv) on the Stated Maturity Date applicable to each Non-Extending Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to satisfy in full the Obligations due to such Non-Extending Lender under the Loan Documents as of such date; (v) on the Stated Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be deemed to refer reallocated among the Extending Lenders and the Additional Commitment Lenders in accordance with their respective Pro Rata Shares (calculated without regard to the most recent statements furnished pursuant Non-Extending Lenders’ Commitments) but only to Sections 8.1(a) and (b)the extent that such reallocation does not cause, respectively)with respect to any Extending Lender or Additional Commitment Lender, and (B) no Default or Event the aggregate Outstanding Amount of Default existsthe Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Commitments as in effect at such time; and (vi) if the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv) The Administrative Agent shall have received such other certificates), opinions the Outstanding Amounts of all Loans and other documents as L/C Obligations exceed the Administrative Agent or any Commitments of the Revolving Credit Extending Lenders may reasonably require, each in form and substance reasonably satisfactory the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the Administrative Agentpreceding clause (v)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Stated Maturity Date shall terminate.

Conditions to Effectiveness of Extension. As conditions precedent Subject to the effectiveness provisions of any such the foregoing clause (a), the extension of the Revolving Loan Maturity Date each of the following requirements pursuant to this Section shall not be satisfied or waived on or prior effective with respect to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):any Lender unless: (i) On no Default or Event of Default has occurred and is continuing on the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Effective Date, ; (xii) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Section 4 and the Loan other Credit Documents shall be are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such and as of the Extension Effective Date (Date, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in Section 6.1(asubsections (a) and (b) of Section 6.7 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(aclauses (a) and (b), respectively) and , of Section 7.1; (yiii) no Default material adverse change in the financial condition of the Borrower and its Subsidiaries, or Event of Default any Guarantor and its Subsidiaries, taken as a whole, shall have occurred and be continuing; (ii) The Borrower shall have paid prior to or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iiiiv) the Administrative Agent shall have received, at the sole expense of the Borrower, a new or updated Appraisal with respect to each of the Borrowing Base Real Properties to the extent that the most recently delivered Appraisal with respect to such Borrowing Base Real Property is or would be more than twelve (12) calendar months old as of the Maturity Date in effect prior to the Extension Effective Date; (v) the Borrowers shall pay to the Administrative Agent (for the benefit of the Lenders) on the Extension Effective Date a fee (to be shared among and paid to the Lenders based upon their Revolving Commitment Percentages of the Aggregate Revolving Commitments) equal to the product of (i) 0.25% multiplied by (ii) the then Aggregate Revolving Commitments; and (vi) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or Tax Tracking Fee pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b2.10(d), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness of Extension. As conditions precedent to such extension, the effectiveness of any such extension of Borrower shall, on or prior to the Revolving Loan Existing Maturity Date Date, satisfy each of the following requirements shall be satisfied or waived on or prior for such extension to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):become effective: (i) On the Administrative Agent shall have received the notice described in subsection (a) above within the period required thereunder; (ii) on the date of such Revolving Loan Extension Notice notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The the Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective Existing Maturity Date signed by a Responsible Officer of the Borrower such Loan Party (1) (Ai) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2ii) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Article V and the other Loan Documents shall be are true and correct in all material respects on and as of the Existing Maturity Date, except (or, if qualified by materiality or Material Adverse Effect, in all respectsI) on such Extension Effective Date (except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (II) any representation or warranty that is already by its terms qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date after giving effect to such qualification and except (III) that for purposes of this Section 2.172.14, the representations and warranties contained in Section 6.1(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(asubsections (a) and (b), respectively), of Section 6.01, and (B) no Default or Event of Default exists; and; (iv) The the Borrower shall have paid to the Administrative Agent (x) for the pro rata benefit of the Lenders based on their respective Applicable Percentage as of such date, an extension fee in an amount equal to 20 basis points (0.20%) multiplied by the Outstanding Amount as of the Existing Maturity Date (it being agreed that such fee shall be fully earned when paid and shall not be refundable for any reason) and (y) all reasonable, out-of-pocket fees and expenses incurred by the Administrative Agent and Lenders in connection with such extension (including the reasonable fees and disbursements of counsel to the Administrative Agent); (v) the Borrower and the other Loan Parties shall have delivered to the Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any of the Secured Obligations, including, without limitation, reaffirmations of the Guaranty; (vi) the Administrative Agent shall have received such other certificates, opinions and other documents evidence satisfactory to it that the Debt Yield as of the last day of the then most recently ended fiscal quarter of the REIT was at least 9.50%; (vii) the Administrative Agent or any shall have received updated Appraisals for each of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably Collateral Properties dated within sixty (60) days prior to the Existing Maturity Date; and (viii) the Administrative Agent shall have received evidence satisfactory to it that the Administrative AgentOutstanding Amount on the first day of the Extension Period will not exceed the Maximum Availability in effect on such day.

Conditions to Effectiveness of Extension. As conditions precedent Subject to the effectiveness provisions of any such the foregoing clause (a), the extension of the Revolving Loan Maturity Date each of the following requirements pursuant to this Section shall not be satisfied or waived on or prior effective with respect to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):any Lender unless: (i) On no Default or Event of Default has occurred and is continuing on the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Effective Date, ; (xii) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Article V and the Loan other Credit Documents shall (A) with respect to representations and warranties that contain a materiality qualification, be true and correct and (B) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effectrespects, in all respects) each case on such and as of the Extension Effective Date (as if made on and as of such date except where such representations and warranties expressly relate to for any representation or warranty made as of an earlier date, in which case such representations representation and warranties warranty shall have been remain true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in Section 6.1(a) and (b) 5.01 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(aclauses (a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuingSection 6.01; (iiiii) The Borrower the Administrative Agent shall have paid or caused to be paid received (for distribution to the Administrative Agent, Lenders) and reviewed new appraisals for the pro rata benefit of Borrowing Base Assets, completed at the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages Borrowers’ expense and by an appraiser selected by the Administrative Agent and reasonably acceptable to the Borrowers (it being understood and agreed that, in the event the Outstanding Amount exceeds the Aggregate Collateral Value Amount as of determined by such datenew appraisals, an extension fee the Borrowers shall prepay the Loans in an amount equal to 0.15% multiplied by or greater than such excess in accordance with Section 2.06(b)); (iv) the amount of Borrowers shall pay to the Total Revolving Credit Commitment as in effect Lenders on the Extension Effective Date, it being agreed that such extension Date a fee shall (to be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate shared among the Lenders based upon their pro rata share of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1Aggregate Commitments) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered equal to the Administrative Agent and product of (i) 0.30% multiplied by (ii) the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agentthen Aggregate Commitments.

Conditions to Effectiveness of Extension. As conditions precedent Notwithstanding the foregoing, if (and only if) the aggregate principal amount of Loans held by the Lenders that have agreed in connection with any Extension Request to extend the Applicable Maturity Date plus (if applicable) the Loans of the Additional Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (d) above shall, in the aggregate, be at least 50% of the aggregate amount of the Loans in effect immediately prior to the effectiveness Extension Date, then, effective as of the Extension Date, the Applicable Maturity Date, but only with respect to each Lender that has agreed to so extend its Loans and (if applicable) each Additional Lender that has replaced a Non-Extending Lender (and to Loans of each such Lender and Additional Lender), shall be extended to the date that is one year after the then Applicable Maturity Date and, to the extent agreed by the Term Facility Borrower and the Extending 45 Lenders, all or any such of the scheduled amortization payments of principal may be delayed to later dates than the scheduled amortization of principal of the Loans of the Non-Extending Lenders; provided that the extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial Revolving Loan Applicable Maturity Date, and the occurrence of the Extension Date, shall not be effective with respect to any Extending Lender unless as determined in good faith by of the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): : (i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event of Default shall have occurred and be continuing; continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member the Term Facility Borrower set forth in or pursuant to the Loan Documents shall be this Agreement are true and correct in all material respects (or, or in all respects if such representation is qualified by materiality or Material Adverse Effect, in all respects) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects date (or, if qualified by materiality any such representation or Material Adverse Effectwarranty is expressly stated to have been made as of a specific date, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) specific date); and (biii) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as a certificate from the Administrative Agent or any Term Facility Borrower signed by a Financial Officer of the Revolving Credit Lenders may reasonably requireCompany (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions, each in form if any are otherwise required, adopted by the Company and substance reasonably satisfactory the Term Facility Borrower approving or consenting to the Administrative Agentsuch extension.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of any such each extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior pursuant to the Initial Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) On the date Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the then-existing Maturity Date with respect to the Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Revolving Loan Extension Notice Party (A) certifying and both immediately attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such extension of the Revolving Loan Maturity Dateextension, (x1) each of the representations and warranties made by or on behalf of any Group Member contained in or pursuant to Article V and the other Loan Documents shall be are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on such Extension Effective and as of the then-existing Maturity Date (with respect to the Facility, except where to the extent that such representations and warranties expressly relate specifically refer to an earlier date, in which case such representations and warranties shall have been they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date date, and except that for purposes of this Section 2.172.14, the representations and warranties contained in Section 6.1(asubsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(aclauses (a) and (b), respectively) , of Section 6.01, and (y2) no Default exists; (ii) on the then-existing Maturity Date with respect to the Facility, the Borrowers shall pay to Administrative Agent for the pro rata account of each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.20% of the Term Loans outstanding on such date (giving effect to all payments of principal made in respect of Term Loans on or prior to such date), which fee shall, when paid, be fully earned and non-refundable under any circumstances; (A) upon the request of any Lender, made at least ten (10) days prior to the Maturity Date then in effect, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Maturity Date then in effect and (B) at least five (5) days prior to the Maturity Date then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; (iv) the principal payments required by Section 2.06 shall be made on the original Maturity Date prior to giving effect to any extension thereof pursuant hereto; and (v) no Default or Event of Default shall have occurred and be continuing; (ii) The Borrower shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit Commitment as in effect exist on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate date of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension, (A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agentthereto.