Common use of Extension of Stated Maturity Date Clause in Contracts

Extension of Stated Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the then effective Stated Maturity Date (each such date, the “Extension Effective Date”), Borrowers may on two (2) occasions extend the then effective Stated Maturity Date to a date that is not later than one (1) year after the then effective Stated Maturity Date, upon: (a) delivery of a written extension request to Administrative Agent at least thirty (30) days, but no more than ninety (90) days, prior to the then effective Stated Maturity Date; (b) delivery to Administrative Agent of an officer’s certificate, dated as of the applicable Extension Effective Date, certifying that (i) all representations and warranties of Borrowers set forth in this Agreement are/shall be true and correct in all material respects as of the applicable Extension Effective Date, except to the extent such representations and warranties were made as of a specified date, in which case such representation and warranty shall have been true and correct in all material respects as of such specified date; (ii) no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date after giving effect to the extension of the then effective Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, in support of the determinations made in clauses (c) through (f), below; (c) the Debt Yield, calculated on a pro-forma basis as of the applicable Extension Effective Date, being equal to or greater than twelve percent (12%); (d) delivery to Administrative Agent of Interest Rate Cap Documentation with respect to the Outstanding Amount on the applicable Extension Effective Date (after giving effect to any optional prepayment being made in connection with such Extension) in which Administrative Agent, for Lenders and itself, has a first priority security interest, which caps one-month LIBOR for the applicable Extension period to produce an implied Debt Service Coverage Ratio of 1.25 to 1; (e) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to one quarter of one percent (0.25%) of the Outstanding Amount as of the applicable Extension Effective Date (after giving effect to any optional prepayment of the Outstanding Amount being made in connection with such Extension); (f) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Lenders to the extent then due as of the applicable Extension Effective Date; and (g) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements, to the extent available in the state in which the applicable Collateral Property is located) and amendment to any Mortgages of the remaining Collateral Properties to reflect any change in respective Appraised Values of such Collateral Properties (together with payment by Borrowers of any fees or expenses, including any additional mortgage tax, in connection therewith). Each Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to Borrowers. In no event shall the Stated Maturity Date (as it may be extended pursuant to this Section 2.16) occur later than July 21, 2019. During any Extension of the term of the Loans, all terms and conditions of the Loan Documents shall continue to apply, except that Borrowers shall have no further right to extend the term of the Loans after the second Extension.

Extension of Stated Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the then effective (a) The Stated Maturity Date (each such datemay be extended, the “Extension Effective Date”)once, Borrowers may on two (2) occasions extend the then effective Stated Maturity Date to a date Business Day that is not later than one (1) year after June 9, 2020, upon satisfaction of the then effective Stated Maturity Date, uponfollowing conditions: (ai) delivery of the Borrower shall have delivered a written extension request Facility Extension Request to Administrative the Agent at least thirty fourteen (3014) days, but no more than ninety sixty (9060) days, prior to the then effective Stated Maturity DateDate then in effect; (bii) delivery to Administrative Agent of an officer’s certificate, dated as of the applicable Extension Effective Date, certifying that (i) all representations and warranties of Borrowers set forth in this Agreement are/Borrower shall be true and correct in all material respects as of the applicable Extension Effective Date, except have paid to the extent such representations and warranties were made as of a specified date, in which case such representation and warranty shall have been true and correct in all material respects as of such specified date; (ii) no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date after giving effect to the extension of the then effective Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, in support of the determinations made in clauses (c) through (f), below; (c) the Debt Yield, calculated on a pro-forma basis as of the applicable Extension Effective Date, being equal to or greater than twelve percent (12%); (d) delivery to Administrative Agent of Interest Rate Cap Documentation with respect to the Outstanding Amount on the applicable Extension Effective Date (after giving effect to any optional prepayment being made in connection with such Extension) in which Administrative Agent, for Lenders and itself, has a first priority security interest, which caps one-month LIBOR for the applicable Extension period to produce an implied Debt Service Coverage Ratio of 1.25 to 1; (e) payment to Administrative Agent for the ratable benefit of the Lenders of a facility extension fee equal to one quarter of one percent 1 basis point (0.250.01%) on the aggregate amount of the Outstanding Amount as principal outstanding principal balance of the applicable Loans at the time of extension (the “Extension Effective Date (after giving effect to any optional prepayment of the Outstanding Amount being made in connection with such ExtensionFee”);; and (fiii) payment by Borrowers of the Borrower shall have paid all other reasonable fees and expenses to Administrative the Agent and the Lenders to the extent then due as and payable pursuant to Section 8.05(a), with respect to which the Borrower shall have received a written invoice therefor within three days prior to the date proposed in such Facility Extension Request to be the new Stated Maturity Date. (iv) no Event of Default or Default shall have occurred and be continuing on the applicable date on which the Facility Extension Effective DateRequest is delivered to the Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied; and (gv) execution the representations and warranties contained in Article III or in any other Credit Document shall be true and correct in all material respects on and as of the date on which the Facility Extension Request is delivered to the Agent or, if later, the date on which the conditions set forth in clauses (ii) and if required by local law, recordation(iii) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies above were satisfied; (including “datedown” endorsements, A) except to the extent available that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (B) except that for purposes of this Section 2.22, the representations and warranties contained in Section 3.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.03; and (vi) as of the date the Facility Extension Request is delivered to the Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied, either (i) the representations and warranties contained in the state in which the applicable Collateral Property is located) and amendment to any Mortgages most recently-delivered Beneficial Ownership Certificate of the remaining Collateral Properties Borrower are true and correct in all respects or (ii) for which updates to reflect any change in respective Appraised Values such information are required, the Borrower has delivered a new Beneficial Ownership Certificate. (b) The extension of such Collateral Properties (together with payment by Borrowers of any fees or expenses, including any additional mortgage tax, in connection therewith). Each Extension the Stated Maturity Date shall be evidenced by delivery of written confirmation of the same by Administrative the Agent to Borrowers. In no event shall the Stated Maturity Date Borrower and the Lenders immediately upon satisfaction of all conditions set forth in clause (as it may be extended pursuant to this Section 2.16a) occur later than July 21, 2019. During any Extension of the term of the Loans, all terms and conditions of the Loan Documents shall continue to apply, except that Borrowers shall have no further right to extend the term of the Loans after the second Extensionabove.

Extension of Stated Maturity Date. So long as no Default or Event of Default has occurred and is continuing on The Borrowers shall have an option to extend the then effective Stated Maturity Date (each such date, the “Extension Effective Date”), Borrowers may on two (2) occasions extend the then effective Stated Maturity Date in effect for up to a date that is not later than one (1) year after additional term not longer than 364 days, subject to satisfaction of the then effective Stated Maturity Date, uponfollowing conditions precedent: (a) delivery of a written extension request to Administrative Agent at least thirty (30) days, but no more than ninety (90) days, prior to the then effective Stated Maturity Date; (b) delivery to Administrative Agent of an officer’s certificate, dated as of the applicable Extension Effective Dateeffective date of such extension and immediately after giving effect thereto, certifying that (i) all the representations and warranties of Borrowers set forth herein and in this Agreement are/shall be the other Loan Documents are true and correct in all material respects with the same force and effect as if made on and as of the applicable Extension Effective Date, such date (except to the extent that such representations and warranties were made expressly relate to an earlier date); provided that if a representation or warranty is qualified as of a specified dateto materiality, in which case with respect to such representation and warranty or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (b) the Borrowers shall have been true and correct in all material respects as paid an Extension Fee to the Administrative Bank for the benefit of such specified date; the extending Lenders; (iic) no Potential Default or Event of Default has shall have occurred and is be continuing on the applicable Extension Effective Date after giving effect to date on which notice is given in accordance with the extension of following clause (e) or on the then effective initial Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, in support of the determinations made in clauses (c) through (f), below; (c) the Debt Yield, calculated on a pro-forma basis as of the applicable Extension Effective Date, being equal to or greater than twelve percent (12%); (d) delivery to Administrative Agent of Interest Rate Cap Documentation the Borrowers shall have delivered an Extension Request with respect to the Outstanding Amount on Stated Maturity Date to the applicable Extension Effective Administrative Bank not less than thirty (30) days prior to the Stated Maturity Date then in effect (after giving effect which shall be promptly forwarded by the Administrative Bank to any optional prepayment being made in connection with such Extension) in which Administrative Agent, for Lenders and itself, has a first priority security interest, which caps one-month LIBOR for the applicable Extension period to produce an implied Debt Service Coverage Ratio of 1.25 to 1each Lender); (e) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to one quarter of one percent (0.25%) of the Outstanding Amount as of the applicable Extension Effective effective date of such extension, the Stated Maturity Date does not exceed the date which is forty-five (after giving effect 45) days prior to any optional prepayment the last date on which the Initial Borrower can issue Capital Calls for repayment of the Outstanding Amount being made in connection with such Extension);Obligations pursuant to the Partnership Agreement; and (f) payment by the Borrowers of all other reasonable fees and expenses shall have delivered to Administrative Agent and the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Bank prior to the extent then due as of the applicable Extension Effective Date; and (g) execution (and if required by local law, recordation) effectiveness of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements, to the extent available in the state in which the applicable Collateral Property is located) and amendment to any Mortgages of the remaining Collateral Properties to reflect any change in respective Appraised Values of such Collateral Properties (together with payment by Borrowers of any fees or expenses, including any additional mortgage tax, in connection therewith). Each Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to Borrowers. In no event shall the Stated Maturity Date (as it may be extended pursuant to this Section 2.16) occur later than July 21, 2019. During any Extension of the term of the Loans, all terms and conditions of the Loan Documents shall continue to apply, except that Borrowers shall have no further right to extend the term of the Loans after the second ExtensionDate.

Extension of Stated Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the then effective (a) The Stated Maturity Date (each such datewith respect to all or any portion of outstanding Term Loans may be extended, the “Extension Effective Date”)once, Borrowers may on two (2) occasions extend the then effective Stated Maturity Date to a date Business Day that is not later than one (1) year after September 24, 2021, upon satisfaction of the then effective Stated Maturity Date, uponfollowing conditions: (ai) delivery of the Borrower shall have delivered a written extension request Facility Extension Request to Administrative the Agent at least thirty fourteen (3014) days, but no more than ninety sixty (9060) days, prior to the Stated Maturity Date then effective in effect; (ii) the Borrower shall have paid to the Agent for the ratable benefit of the Extending Lenders (as defined below), a facility extension fee determined by the Extending Lenders at the time of extension (the “Extension Fee”); (iii) the Borrower shall have paid all fees and expenses to the Agent and the Lenders to the extent then due and payable pursuant to Section 8.05(a), with respect to which the Borrower shall have received a written invoice therefor within three days prior to the date proposed in such Facility Extension Request to be the new Stated Maturity Date; (biv) delivery no Event of Default or Default shall have occurred and be continuing on the date on which the Facility Extension Request is delivered to Administrative the Agent of an officer’s certificateor, dated as of if later, the applicable Extension Effective Date, certifying that date on which the conditions set forth in clauses (iii) all and (iii) above were satisfied; and (v) the representations and warranties of Borrowers set forth contained in this Agreement are/Article III or in any other Credit Document shall be true and correct in all material respects on and as of the applicable date on which the Facility Extension Effective DateRequest is delivered to the Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied; (A) except to the extent that such representations and warranties were made as of a specified specifically refer to an earlier date, in which case they shall be true and correct as of such representation earlier date, and (B) except that for purposes of this Section 2.22, the representations and warranty warranties contained in Section 3.05 shall have been be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.03; and (vi) as of the date the Facility Extension Request is delivered to the Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied, either (i) the representations and warranties contained in the most recently-delivered Beneficial Ownership Certificate of the Borrower are true and correct in all material respects as of such specified date; or (ii) no Default or Event of Default for which updates to such information are required, the Borrower has occurred and is continuing on the applicable Extension Effective Date after giving effect to the delivered a new Beneficial Ownership Certificate. (b) The extension of the then effective Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, in support of the determinations made in clauses (c) through (f), below; (c) the Debt Yield, calculated on a pro-forma basis as of the applicable Extension Effective Date, being equal to or greater than twelve percent (12%); (d) delivery to Administrative Agent of Interest Rate Cap Documentation with respect to the Outstanding Amount on the applicable Extension Effective Date (after giving effect to any optional prepayment being made in connection with such Extension) in which Administrative Agent, for Lenders and itself, has a first priority security interest, which caps one-month LIBOR for the applicable Extension period to produce an implied Debt Service Coverage Ratio of 1.25 to 1; (e) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to one quarter of one percent (0.25%) of the Outstanding Amount as of the applicable Extension Effective Date (after giving effect to any optional prepayment of the Outstanding Amount being made in connection with such Extension); (f) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Lenders to the extent then due as of the applicable Extension Effective Date; and (g) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements, to the extent available in the state in which the applicable Collateral Property is located) and amendment to any Mortgages of the remaining Collateral Properties to reflect any change in respective Appraised Values of such Collateral Properties (together with payment by Borrowers of any fees or expenses, including any additional mortgage tax, in connection therewith). Each Extension shall be evidenced by delivery of written confirmation of the same by Administrative the Agent to Borrowers. In the Borrower and the Lenders immediately upon satisfaction of all conditions set forth in clause (a) above. (c) Each Lender shall be offered an opportunity (but shall be under no event shall obligation) to participate in such extension of the Stated Maturity Date (as it may be extended pursuant to this Section 2.16) occur later than July 21, 2019. During any Extension of on a pro rata basis and on the term of the Loans, all same terms and conditions as each other Lender. If the extension is in respect of less than all of the Loan Documents outstanding Term Loans, such extension shall continue apply to apply, except that Borrowers shall have no further right to extend (i) the term principal amount of the outstanding Term Loans after set forth in the second ExtensionFacility Extension Request of all Extending Lenders on a pro rata basis or (ii) if any of the Lenders proposes an Extension Fee that is unacceptable to the Borrower, the principal amount of the outstanding Term Loans held by Lenders proposing an Extension Fee that is acceptable to the Borrower (such Lenders, the “Extending Lenders”) on a pro rata basis.

Extension of Stated Maturity Date. So long as as: (x) no Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (a) or no uncured Potential Default or Event of Default has occurred and is shall be continuing on the then effective Stated Revolving Maturity Date then in effect; and (each y) the representations and warranties contained in Section 7 or in any other Loan Document shall be true and correct in all material respects on and as of the date on which notice is given in accordance with the following clause (a) and on the Stated Revolving Maturity Date then in effect, except (1) to the extent that such representations and warranties specifically refer to an earlier date, the “Extension Effective Date”)in which case they shall be true and correct as of such earlier date, Borrowers may on two and (2) occasions for purposes of this Section 2.13, the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01, the Borrower may elect to extend the then effective Stated Revolving Maturity Date to a date that is not later than one twelve (112) year months after the then then-effective Stated Revolving Maturity Date, exercisable no more than two (2) times upon: : (a) delivery of a written extension request Facility Extension Request to Administrative Agent at least thirty (30) days, but no more than ninety one hundred twenty (90120) days, prior to the Stated Revolving Maturity Date then effective Stated Maturity Date; in effect; (b) delivery to Administrative Agent of an officer’s certificate, dated as updated Compliance Certificate evidencing compliance by the Borrower of the applicable Extension Effective Date, certifying that (i) all representations and warranties of Borrowers financial covenants set forth in this Agreement are/shall be true Section 9.08 on a pro forma basis and correct in a Borrowing Base Report evidencing compliance with all material respects as of Borrowing Base covenants and that the applicable Extension Effective DateRevolving Principal Obligation does not exceed the Available Loan Amount, except to the extent such representations and warranties were made as of a specified date, in which case such representation and warranty shall have been true and correct in all material respects as of such specified date; (ii) no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date after giving effect to the extension of the then effective Stated Maturity Date on such date; and (iii) the calculations attached, and made in reasonable detail, in support of the determinations made in clauses (c) through (f), below; (c) the Debt Yield, calculated on a pro-forma basis as of the applicable Extension Effective Date, being equal to or greater than twelve percent (12%); (d) delivery to Administrative Agent of Interest Rate Cap Documentation with respect to the Outstanding Amount on the applicable Extension Effective Date (after giving effect to any optional prepayment being made in connection with such Extension) in which Administrative Agent, for Lenders and itself, has a first priority security interest, which caps one-month LIBOR for the applicable Extension period to produce an implied Debt Service Coverage Ratio of 1.25 to 1; (e) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal of twenty (20) basis points of then-existing Maximum Revolving Commitment; (d) delivery of a Beneficial Ownership Certification or controlling party certification to one quarter of one percent (0.25%) of the Outstanding Amount as of the applicable Extension Effective Date (after giving effect to any optional prepayment of the Outstanding Amount being made each requesting Lender in connection with any such Extension); extension; and (fe) payment by Borrowers Borrower of all other reasonable reasonable, out-of-pocket fees and expenses to actually incurred by Administrative Agent and the Lenders to the extent then due as of the applicable Extension Effective Date; and (g) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements, to the extent available in the state in which the applicable Collateral Property is located) and amendment to any Mortgages of the remaining Collateral Properties to reflect any change in respective Appraised Values of such Collateral Properties (together with payment by Borrowers of any fees or expenses, including any additional mortgage tax, in connection therewith)Lenders. Each Extension such extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to Borrowers. In no event shall Borrower on or before the date that is thirty (30) days prior to the applicable Stated Revolving Maturity Date then in effect, provided Borrower must satisfy the terms of subsection (x) and (y) above as it may be extended pursuant to this Section 2.16) occur later than July 21, 2019. During any Extension of the term of the Loans, all terms and conditions of the Loan Documents shall continue to apply, except that Borrowers shall have no further right to extend the term of the Loans after the second Extensionthen applicable Stated Revolving Maturity Date then in effect.