Common use of Extended Maturity Date Option Clause in Contracts

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty (60) days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect thereto; (ii) the Borrower shall, at the Initial Maturity Date and, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. Not more than ninety (90) 90 days and not less than sixty (60) 60 days prior to the Initial Maturity Date, the Borrower Borrowers may request in writing that the Revolving Credit Lenders extend the term of this Agreement (in respect of both the Revolving Credit Facility and the Term A Facility (if not previously terminated)) to April 24, 2013 (the First Extended Maturity Date so long as no Default exists at the time end of such request. If period being the Initial Maturity Date is extended to the First “Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request”). Each Revolving Credit Lender agrees that the Maturity Date with respect to for the Revolving Credit Facility Facilities shall be extended following such a request from the Borrower Borrowers subject to satisfaction of the following terms and conditions: (i) no Default or Event of Default shall exist have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) each of the Borrower Borrowing Base Properties shall have been reappraised on or prior to the Existing Maturity Date (but not more than 90 days prior to such date) pursuant to “as-is” FIRREA-compliant MAI appraisals in form, substance and from an appraiser acceptable to the Administrative Agent (such appraisals to be commissioned by the Administrative Agent and paid for by the Borrowers); (iii) the Total Outstandings shall be less than the Borrowing Base, as adjusted in connection with the appraisals obtained pursuant to subclause (ii) above; (iv) the Borrowers shall, at the Initial Existing Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage Aggregate Facility Pro Rata Share as of such date) an extension fee equal to (A) seven and one-half 50.0 basis points (0.075%)points, multiplied by (B) the Revolving Aggregate Credit Exposure of all Revolving Credit Lenders Exposures as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties Borrowers are responsible hereunder; and (iiiv) each Loan Party the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Initial Existing Maturity Date and, if applicable, the First Extended Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party Borrower (A) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 Article V and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Existing Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. The Initial Maturity Date may be extended for two, 6-month extension options (each, an “Extension Option”), subject to the following for each Extension Option (except as noted below). Not more than ninety (90) 90 days and not less than sixty (60) 30 days prior to the Initial Maturity Date or the First Extended Maturity Date, as applicable, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement to the First Extended Maturity Date so long or the Second Extended Maturity Date, as no Default exists applicable. Each such Extension Option shall be subject solely to the satisfaction of the following requirements: (i) at the time of such request. If the Initial Maturity Date is extended to and the First Extended Maturity Date, thenas applicable, there shall not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term exist any Default or Event of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect theretoDefault; (ii) the Borrower shall, at on the Initial Maturity Date and, if applicable, and the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage Date, as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%)applicable, multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate of Borrower dated as of the Initial Maturity Date and, if applicable, or the First Extended Maturity Date Date, as applicable (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension extension, and (B) certifying and attaching an update to Schedule 5.13 setting forth a complete and accurate list of all Subsidiaries, Joint Ventures and Unconsolidated Affiliates of Borrower and all Sponsored REITS of Borrower, and (C) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and Article V of the other Loan Documents Credit Agreement are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (y) except that for purposes of this Section 2.142.15, (I) the representations and warranties contained in subsections (a), (b) and (bc) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; and (II) the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent update to Schedule 5.13 furnished pursuant to Sections 2.15 and 6.02(a)(ii), and shall be true and correct in all material respects as of the effective date of such update, and (III) the representations and warranties contained in the first and second sentences of Section 5.21 shall be deemed to refer to the most recent update to Schedule 5.21 furnished pursuant to Section 6.02(a)(i), and shall be true and correct in all material respects as of the effective date of such update, and (2) no Default or Event of Default exists; (iii) the Borrower shall, at the Initial Maturity Date or the Extended Maturity Date, as applicable, deliver to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective Commitments) an extension fee equal to 0.075% of the then-existing Aggregate Commitments (whether funded or unfunded); and (iv) In the case of the second Extension Option, the first Extension Option has been properly exercised.

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty (60) days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect thereto; (ii) the Borrower shall, at the Initial Maturity Date and, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.and

Extended Maturity Date Option. Not more than ninety (90) 90 days and not less than sixty (60) 60 days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of this Agreement by one (1) additional year to June 3, 2015 (the Revolving Credit Facility to the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First “Extended Maturity Date, then, not more than ninety (90”) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect thereto; (ii) the Total Outstandings shall not exceed the Implied Loan Amount; (iii) the Borrower shall, at the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as of such date) an extension fee equal to (A) seven and onethirty-half five basis points (0.0750.35%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders Aggregate Commitments as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iiiiv) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty (60) days prior to the Initial Maturity Date, the The Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement to the First Extended Maturity Date so long as no Default exists at the time first anniversary of such request. If the Initial Maturity Date is extended to (the First “Extended Maturity Date”), then, subject to the satisfaction of the following requirements: (i) delivery by the Borrower of a written notice of such extension not more than ninety (90) days and not less than sixty forty-five (6045) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Initial Maturity Date so long as (the “Extension Notice”); (ii) no Default exists or Event of Default shall exist at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect theretoextension; (iiiii) no Material Adverse Effect has occurred in the financial condition of the Borrower shalland its Subsidiaries, at or any other Obligor and its Subsidiaries, taken as a whole, since the Agreement Date; (iv) compliance with each covenant contained in Articles VII, VIII and IX hereof, including but not limited to the financial covenants contained in Section 9.1 hereof; (v) delivery by the Borrower on or before the Initial Maturity Date and, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as Commitment Percentage) of such date) an extension fee equal to (A) seven and one-half basis points fourth of one percent (0.075.25%) of the Aggregate Commitment (the “Extension Fee”), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iiivi) each Loan Party Borrower shall deliver to have a Tangible Net Worth of not less than $200,000,000 on or after the Administrative Agent a certificate dated date of the Extension Notice but not later than the Initial Maturity Date. Such extension shall be effective as of the Initial Maturity Date and, if applicable, date of delivery of the First Extended Maturity Date signed Extension Notice and the Extension Fee and receipt by the Agent of a certificate executed by a Responsible Officer of the Borrower representing and certifying that the requirement in preceding clause (vi) has been satisfied, provided that, upon delivery of the Extension Notice, Borrower shall be deemed to have represented and certified that the representations in preceding clauses (ii) – (iv) have been satisfied.” 2.3 Section 9.1(d) of the Credit Agreement is hereby amended by deleting such Loan Party section in its entirety and inserting the following in lieu thereof: “(d) (i) as of December 31, 2011, not permit Tangible Net Worth to be less than $110,000,000 and, (ii) at any time thereafter, not permit Tangible Net Worth to be less than the sum of (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension $110,000,000 and (B) certifying thatseventy-five percent (75%) of the Gross Cash Proceeds of all Equity Issuances by REIT Guarantor, Borrower or any other Guarantor consummated after December 31, 2011 (other than Gross Cash Proceeds received contemporaneously with or within ninety (90) days after the redemption, retirement or repurchase of Equity Interests in Borrower or REIT Guarantor, subject to the restrictions on purchases or redemptions in Section 9.5, up to the amount paid by Borrower or REIT Guarantor in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that there shall not have been any increase in Shareholder Equity as a result of any such proceeds); and” 2.4 Section 9.1(e) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof: “(e) on or before and June 30, 2011, raise at least $70,000,000 in Gross Cash Proceeds from Equity Issuances (the “Additional Equity Amount”).” 2.5 Section 9.5(a) of the Credit Agreement is hereby amended by inserting “At any time after giving effect to such extensionOctober 1, (1) 2011,” at the representations and warranties beginning of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default existssection.

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty thirty (6030) days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement to the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect thereto; (ii) the Borrower shall, at the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%), multiplied by (B) the Revolving Total Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate certificate, dated as of the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. Not more than ninety (90) 180 days and not less than sixty (60) 120 days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of this Agreement for an additional twelve (12) calendar month period (the Revolving Credit Facility end of such period being the “Extended Maturity Date”). Such extension option shall be subject to the First Extended Maturity Date so long as no Default exists at satisfaction of the time following requirements: (i) one hundred percent (100.0%) of the Lenders shall have consented in writing to such request. If extension prior to the Initial Maturity Date is extended to Date; provided, that (A) each Lender shall provide the First Extended Maturity Date, thenAdministrative Agent and the Borrower, not more less than ninety (90) days and not less than sixty (60) days prior to the First Extended Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility with written notice regarding whether it agrees to the Second Extended Maturity Date so long as no Default exists requested extension, with any failure by a Lender to give timely written notice hereunder being deemed a decision by such Lender not to grant such extension and (B) each decision by a Lender regarding whether to grant a requested extension shall be in such Lender’s sole discretion; (ii) at the time of such the request. Each Revolving Credit Lender agrees that , and at the Initial Maturity Date with respect to the Revolving Credit Facility Date, there shall be extended following such not exist any Default, nor any condition, which after notice and/or lapse of time would constitute a request from Default by the Borrower subject to satisfaction of the following terms and conditions:or any other Credit Party; and (i) no Default shall exist on the date of such extension and after giving effect thereto; (iiiii) the Borrower shall, at the Initial Maturity Date andtime of the request, if applicable, the First Extended Maturity Date pay deliver to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as of such dateCommitments) an extension fee equal to fifteen hundredths of one percent (A0.15%) seven and one-half basis points (0.075%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party then-existing Commitments (A) certifying and attaching the resolutions adopted by such Loan Party approving whether funded or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bunfunded), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty (60) days prior to the Initial Maturity Date, the The Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement to the First Extended Maturity Date so long as no Default exists at the time first anniversary of such request. If the Initial Maturity Date is extended to (the First “Extended Maturity Date”), then, subject to the satisfaction of the following requirements: (i) delivery by the Borrower of a written notice of such extension not more than ninety (90) days and not less than sixty forty-five (6045) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Initial Maturity Date so long as (the “Extension Notice”); (ii) no Default exists or Event of Default shall exist at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect theretoextension; (iiiii) no Material Adverse Effect has occurred in the financial condition of the Borrower shalland its Subsidiaries, at or any other Obligor and its Subsidiaries, taken as a whole, since the Agreement Date; (iv) compliance with each covenant contained in Articles VII, VIII and IX hereof, including but not limited to the financial covenants contained in Section 9.1 hereof for the most recently ended fiscal quarter of the Borrower (both on the basis of the then effective Section 9.1 and related definitions and on a pro forma basis taking into account the revised methods of calculating the Borrowing Base Value and Total Asset Value that would apply during the term of such extension); (v) delivery by the Borrower on or before the Initial Maturity Date and, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as Commitment Percentage) of such date) an extension fee equal to (A) seven and one-half basis points fourth of one percent (0.075.25%) of the Aggregate Commitment (the “Extension Fee”), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iiivi) each Loan Party Borrower shall deliver to have a Tangible Net Worth of not less than $400,000,000 on or after the Administrative Agent a certificate dated date of the Extension Notice but not later than the Initial Maturity Date. Such extension shall be effective as of the Initial Maturity Date and, if applicable, date of delivery of the First Extended Maturity Date signed Extension Notice and the Extension Fee and receipt by the Agent of a certificate executed by a Responsible Officer of such Loan Party the Borrower representing and certifying that the requirement in preceding clause (Avi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying has been satisfied, provided that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as upon delivery of the Initial Maturity Date or the First Extended Maturity DateExtension Notice, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Borrower shall be deemed to refer to have represented and certified that the most recent statements furnished pursuant to subsections representations in preceding clauses (aii) and – (b), respectively, of Section 6.01, and (2iv) no Default existshave been satisfied.

Extended Maturity Date Option. Not more than ninety one hundred eighty (90180) days and not less than sixty forty-five (6045) days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement by one (1) additional year to the First Extended Maturity Date so long as no Default exists at third anniversary of the time date hereof (the end of such request. If period being the Initial Maturity Date is extended to the First “Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request”). Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower Borrowers subject to satisfaction of the following terms and conditions: (i) no at the time of the request, and at the time of the extension, there shall not exist any Default shall exist on the date or Event of such extension and Default, nor any condition or state of facts which after giving effect theretonotice and/or lapse of time would constitute a Default or an Event of Default; (ii) each of the Borrowing Base Properties shall have been reappraised on or prior to the Initial Maturity Date (but not more than ninety (90) days prior to such date) pursuant to Appraisals acceptable to the Administrative Agent (such Appraisals to be commissioned by the Administrative Agent and paid for by the Borrower); (iii) the Total Outstandings shall be less than the Borrowing Base, as adjusted in connection with the Appraisals obtained pursuant to subclause (ii) above as more particularly set forth in an executed Borrowing Base Compliance Certificate signed by a Responsible Officer of the Guarantor on behalf of the Borrower certifying same at the time of the request, and at the time of the extension, satisfied; (iv) satisfactory evidence from the Guarantor that all financial covenants of the Guarantor as set forth in the Guaranty Agreement shall be satisfied; (v) the Borrower shall, at the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%)in the amount of $93,750.00, multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; (vi) all applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension; (vii) not later than the Initial Maturity Date, (A) the extension shall have been documented to the Administrative Agent’s reasonable satisfaction by each Borrower, the Guarantor, the Lenders, and all other parties deemed necessary by the Administrative Agent; and (B) the Administrative Agent shall have been provided with an updated title report and judgment and lien searches and appropriate title insurance endorsements shall have been issued as required by the Administrative Agent; and (iiiviii) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension extension, and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 Article V and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists. (ix) Whether or not the extension becomes effective, the Borrower shall pay all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees, environmental audit and reasonable attorneys’ fees actually incurred by the Administrative Agent and the Lenders all such costs and expenses incurred up to the time of the Lenders’ written agreement to the extension shall be due and payable prior to the Administrative Agent’s and the Lenders’ execution of that agreement (or if the proposed extension does not become effective, then upon demand by the Administrative Agent), and any future failure to pay such amounts shall constitute an Event of Default under the Loan Documents.

Extended Maturity Date Option. Not more than ninety (90) days and not less than sixty (60) days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility by one (1) additional year to July 13, 2017 (the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First “Extended Maturity Date, then, not more than ninety (90”) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default shall exist on the date of such extension and after giving effect thereto; (ii) the Total Outstandings shall not exceed the Implied Loan Amount; (iii) the Borrower shall, at the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half twenty basis points (0.0750.20%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iiiiv) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.

Extended Maturity Date Option. Not more than ninety (90) 120 days and not less than sixty (60) 60 days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement to the First Extended Maturity Date so long as no Default exists at the time of such request. If the Initial Maturity Date is extended to the First Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior . Such extension option shall be subject to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request. Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditionsrequirements: (i) no at the Initial Maturity Date, there shall not exist any Event of Default shall exist on by the date of such extension and after giving effect theretoBorrower or any other Loan Party; (ii) the Borrower shall, at on the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender based on its respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half basis points (0.075%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iii) each Loan Party shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 Article V and the other Loan Documents are true and correct in all material respects (or, to the extent already qualified by materiality or Material Adverse Effect, in all respects) on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, to the extent already qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Event of Default exists; (iii) the Borrower shall, at the Initial Maturity Date, deliver to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective Commitments) an extension fee equal to fifteen basis points (0.15%) multiplied by the then-existing Aggregate Commitments (whether funded or unfunded); and (iv) the Corporate Credit Facility shall have, as of the Initial Maturity Date, been extended to the Extended Maturity Date, in accordance with and pursuant to the terms set forth in Section 2.15 thereof.

Extended Maturity Date Option. Not more than ninety (90) 180 days and not less than sixty (60) 90 days prior to the Initial Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility this Agreement by one (1) additional year to the First Extended Maturity Date so long as no Default exists at fourth anniversary of the time date hereof (the end of such request. If period being the Initial Maturity Date is extended to the First “Extended Maturity Date, then, not more than ninety (90) days and not less than sixty (60) days prior to the First Extended Maturity Date, the Borrower may request in writing that the Revolving Credit Lenders extend the term of the Revolving Credit Facility to the Second Extended Maturity Date so long as no Default exists at the time of such request”). Each Revolving Credit Lender agrees that the Maturity Date with respect to the Revolving Credit Facility shall be extended following such a request from the Borrower subject to satisfaction of the following terms and conditions: (i) no Default or Event of Default shall exist on the date of such extension and after giving effect thereto; (ii) each of the Borrowing Base Properties shall have been reappraised pursuant to an Appraisal reasonably acceptable to the Administrative Agent and having an effective date not more than sixty (60) days prior to the Initial Maturity Date (such Appraisals to be commissioned by the Administrative Agent and paid for by the Borrower); (iii) the Total Outstandings shall be less than the Borrowing Base, as adjusted in connection with the Appraisals obtained pursuant to subclause (ii) above; (iv) the Borrower shall, at the Initial Maturity Date andDate, if applicable, the First Extended Maturity Date pay to the Administrative Agent (for the pro rata benefit of each Revolving Credit Lender the Lenders based on its their respective Applicable Percentage as of such date) an extension fee equal to (A) seven and one-half 50.0 basis points (0.0750.50%), multiplied by (B) the Revolving Credit Exposure of all Revolving Credit Lenders Aggregate Commitments as of such date and shall have paid all other outstanding fees, expenses or other amounts for which the Loan Parties are responsible hereunder; and (iiiv) each Loan Party shall deliver to the Administrative Agent a certificate dated as of the Initial Maturity Date and, if applicable, the First Extended Maturity Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (1) the representations and warranties of such Loan Party contained in Section 5 Article V and the other Loan Documents are true and correct in all material respects on and as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (2) no Default exists.