Common use of Extension; Conditions Precedent Clause in Contracts

Extension; Conditions Precedent. Subject to the Administrative Agent’s receipt of written consents to such Extension Request from the Required Lenders (each such consenting Lender, an “Extending Lender”) and so long as no Default then exists or would be caused thereby, the Maturity Date shall be extended for an additional one-year period for each Extending Lender (the date on which all applicable conditions are satisfied and such extension occurs, the “Extension Effective Date”); provided that (i) each non-extending Lender (together with its successors and assigns, each a “Non-Extending Lender”) shall be required only to complete its Commitment up to the previously effective Maturity Date (without giving effect to such Extension Request), (ii)(A) the Commitment of each Extending Lender (including the Commitment of each Additional Lender (as defined below)) shall be on the same terms and conditions as the Commitment of each other Extending Lender and Additional Lender and (B) the Commitment of each Extending Lender shall be on the same terms and conditions as the Commitment of each Non-Extending Lender, except that: (1) the Maturity Date of the Extending Lenders may be delayed to a later date than the Maturity Date of the Non-Extending Lenders; (2) fees (whether in the form of arrangement, structuring, upfront, or other fees or discounts, but excluding commitment fees, Letter of Credit Fees, and, except for any fees under Section 2.09(b), any other fees expressly provided for in this Agreement) with respect to the Extending Lenders may be different from fees with respect to the Non-Extending Lenders and (3) any other covenants and terms (including, without limitation, pricing) that apply solely to any period after the latest Maturity Date (determined at the time of extension) in effect immediately prior to the Extension Effective Date may be different from covenants and terms that apply to any period prior to such date, and (iii) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (A) certifying and attaching thereto the resolutions adopted by the board of directors or other equivalent governing body of each of the Loan Parties approving and consenting to such extension and (B) in the case of the Borrowers, certifying that, as of and immediately after giving effect to the applicable Extension Effective Date, (y) the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the applicable Extension Effective Date, 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 (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and, except that for purposes of this Section 2.17(b), the representations and warranties contained in Sections 5.05(a) and (b) are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (z) no Default exists or will result from such extension; provided, further, that with respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall also be deemed to have approved each prior extension of its Maturity Date as to which it was a Non-Extending Lender.

Extension; Conditions Precedent. Subject to the Administrative Agent’s receipt of written consents to such Extension Request from the Required Lenders (each such consenting Lender, an “Extending Lender”) and so long as no Default then exists or would be caused thereby, the Maturity Date shall be extended for an additional one-year period for each Extending Lender (the date on which all applicable conditions are satisfied and such extension occurs, the “Extension Effective Date”); provided that (i) each non-extending Lender (together with its successors and assigns, each a “Non-Extending Lender”) shall be required only to complete its Commitment up to the previously effective Maturity Date (without giving effect to such Extension Request), (ii)(A) the Commitment of each Extending Lender (including the Commitment of each Additional Lender (as defined below)) shall be on the same terms and conditions as the Commitment of each other Extending Lender and Additional Lender and (B) the Commitment of each Extending Lender shall be on the same terms and conditions as the Commitment of each Non-Extending Lender, except that: (1) the Maturity Date of the Extending Lenders may be delayed to a later date than the Maturity Date of the Non-Extending Lenders; ; (2) fees (whether in the form of arrangement, structuring, upfront, or other fees or discounts, but excluding commitment fees, Letter of Credit Fees, and, except for any fees under Section 2.09(b), any other fees expressly provided for in this Agreement) with respect to the Extending Lenders may be different from fees with respect to the Non-Extending Lenders and (3) any other covenants and terms (including, without limitation, pricing) that apply solely to any period after the latest Maturity Date (determined at the time of extension) in effect immediately prior to the Extension Effective Date may be different from covenants and terms that apply to any period prior to such date, and (iii) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (A) certifying and attaching thereto the resolutions adopted by the board of directors or other equivalent governing body of each of the Loan Parties approving and consenting to such extension and (B) in the case of the Borrowers, certifying that, as of and immediately after giving effect to the applicable Extension Effective Date, (y) the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the applicable Extension Effective Date, 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 (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and, except that for purposes of this Section 2.17(b), the representations and warranties contained in Sections 5.05(a) and (b) are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (z) no Default exists or will result from such extension; provided, further, that with respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall also be deemed to have approved each prior extension of its Maturity Date as to which it was a Non-Extending Lender.

Extension; Conditions Precedent. Subject to the Administrative Agent’s receipt of written consents to such Extension Request from the Required Lenders (each such consenting Lender, an “Extending Lender”) and so long as no Default then exists or would be caused thereby), the Scheduled Maturity Date shall be extended for an additional one-year period for each Extending Lender (the date on which all applicable conditions are satisfied and such extension occurs, the “Extension Effective Date”)Lender; provided that (i) each non-extending consenting Lender (together with its successors and assigns, each a “Non-Extending Lender”) shall be required only to complete maintain its Loans and, subject to the Availability Period, its Commitment up to the previously effective Scheduled Maturity Date (without giving effect to such Extension Request), (ii)(Aii) the Loans, Advances, and Commitment (if during the Availability Period) of each Extending Lender (including the Loans, Advances, and Commitment of each Additional Lender (as defined below)) shall be on the same terms and conditions as the Loans, Advances, and Commitment of each other Extending Lender and Additional Lender Lender, (iii) on the date of any extension of the Scheduled Maturity Date under this Section 2.21, the conditions set forth in Section 4.3 shall be satisfied and (iv) the Borrower shall deliver to the Agent a certificate dated as of the date of any extension, signed by an Authorized Officer certifying that (A) the conditions set forth in Section 4.3 shall be satisfied and (B) the Commitment attaching certified copies of each Extending Lender shall be on the same terms and conditions as the Commitment resolutions of each Non-Extending Lender, except that: (1) the Maturity Date of the Extending Lenders may be delayed to a later date than the Maturity Date of the Non-Extending Lenders; (2) fees (whether in the form of arrangement, structuring, upfront, or other fees or discounts, but excluding commitment fees, Letter of Credit Fees, and, except for any fees under Section 2.09(b), any other fees expressly provided for in this Agreement) with respect to the Extending Lenders may be different from fees with respect to the Non-Extending Lenders and (3) any other covenants and terms (including, without limitation, pricing) that apply solely to any period after the latest Maturity Date (determined at the time of extension) in effect immediately prior to the Extension Effective Date may be different from covenants and terms that apply to any period prior to such date, and (iii) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (A) certifying and attaching thereto the resolutions adopted by the board of directors or other equivalent governing body of each of the Loan Parties General Partner approving and consenting to such extension and (B) in the case of the Borrowers, certifying that, as of and immediately after giving effect to the applicable Extension Effective Date, (y) the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the applicable Extension Effective Date, 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 (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and, except that for purposes of this Section 2.17(b), the representations and warranties contained in Sections 5.05(a) and (b) are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (z) no Default exists or will result from such extension; provided, further, that with respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall also be deemed to have approved each prior request for extension of its Scheduled Maturity Date as to which it was a Non-Extending Lender.

Extension; Conditions Precedent. Subject to the Administrative Agent’s receipt of written consents to such Extension Request from the Required Lenders (each such consenting Lender, an “Extending Lender”) and so long as no Default then exists or would be caused thereby), the Scheduled Revolving Credit Maturity Date shall be extended for an additional one-year period for each Extending Lender (the date on which all applicable conditions are satisfied and such extension occurs, the “Extension Effective Date”)Lender; provided that (i) each non-extending consenting Lender (together with its successors and assigns, each a “Non-Extending Lender”) shall be required only to complete its Commitment up to the previously effective Scheduled Revolving Credit Maturity Date (without giving effect to such Extension Request), (ii)(Aii) the Commitment of each Extending Lender (including the Commitment of each Additional Lender (as defined below)) shall be on the same terms and conditions as the Commitment of each other Extending Lender and Additional Lender Lender, (iii) on the date of any extension of the Scheduled Revolving Credit Maturity Date under this Section 2.21, the conditions set forth in Section 4.3 shall be satisfied and (iv) the Borrower shall deliver to the Agent a certificate dated as of the date of any extension, signed by an Authorized Officer certifying that (A) the conditions set forth in Section 4.3 shall be satisfied and (B) the Commitment attaching certified copies of each Extending Lender shall be on the same terms and conditions as the Commitment resolutions of each Non-Extending Lender, except that: (1) the Maturity Date of the Extending Lenders may be delayed to a later date than the Maturity Date of the Non-Extending Lenders; (2) fees (whether in the form of arrangement, structuring, upfront, or other fees or discounts, but excluding commitment fees, Letter of Credit Fees, and, except for any fees under Section 2.09(b), any other fees expressly provided for in this Agreement) with respect to the Extending Lenders may be different from fees with respect to the Non-Extending Lenders and (3) any other covenants and terms (including, without limitation, pricing) that apply solely to any period after the latest Maturity Date (determined at the time of extension) in effect immediately prior to the Extension Effective Date may be different from covenants and terms that apply to any period prior to such date, and (iii) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each Loan Party (A) certifying and attaching thereto the resolutions adopted by the board of directors or other equivalent governing body of each of the Loan Parties General Partner approving and consenting to such extension and (B) in the case of the Borrowers, certifying that, as of and immediately after giving effect to the applicable Extension Effective Date, (y) the representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the applicable Extension Effective Date, 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 (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and, except that for purposes of this Section 2.17(b), the representations and warranties contained in Sections 5.05(a) and (b) are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively and (z) no Default exists or will result from such extension; provided, further, that with respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall also be deemed to have approved each prior extension of its Scheduled Revolving Credit Maturity Date as to which it was a Non-Extending Lender.