Common use of Conditions to Effectiveness of Extension Clause in Contracts

Conditions to Effectiveness of Extension. As conditions precedent to the effectiveness of the extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date the proposed extension is to become effective, 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, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) 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 (B) no Default exists; (iv) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and (v) upon the reasonable request of any Lender made at least ten (10) days prior to the Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective Date.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of the extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing;Date pursuant to this Section: (iiii) The the Borrowers shall deliver to the Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective original Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (iA) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension and (iiB) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) on and as of the date the proposed extension is to become effectiveoriginal Maturity 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 (or, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 2.142.13, 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 clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists; (ivii) The Borrower on the original Maturity Date, the Borrowers shall have paid pay to the Administrative Agent, Agent for the pro rata benefit account of each Lender in accordance with their respective Pro Rata Shares an extension fee equal to one-half of one-tenth of one percent (.05%) of the Lenders based on their respective Applicable Percentages Aggregate Commitments as of such date, an extension which fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall shall, when paid, be fully earned when paid and shall not be non-refundable for under any reason)circumstances; and (viii) upon no Default shall exist on the reasonable request date of any Lender made at least ten (10) days prior to the Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective Dateextension or after giving effect thereto.

Conditions to Effectiveness of Extension. As conditions a condition precedent to such extension, the effectiveness Borrower shall pay to Administrative Agent for the pro rata benefit of the Revolving Lenders, an extension fee equal to 0.15% (15 basis points) of the aggregate Revolving Commitments at the time of such extension, payable on the then current Revolving Credit Maturity Date, each of the following requirements shall be satisfied or waived on or prior and deliver to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective then current Revolving Credit Maturity Date signed by a Responsible Financial Officer of the Borrower such Loan Party (i) certifying approving or consenting to such extension (and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s organizational documents) and (ii) in the case of the Borrower, certifying that, immediately before and after giving effect to such extension, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects (orexpect to the extent such representation and warranties are qualified by materiality, in the which case of Section 5.15(b), they shall be true and correction in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date the proposed extension is to become effectiveRevolving Credit Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (or, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.142.21, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and or (b), respectivelyas applicable, of Section 6.015.01, and (B) Borrower is in compliance with all of the financial covenants set forth in Section 6.11 based on the most recently delivered quarterly financial statements pursuant to the terms hereof, (C) no Default exists; or Event of Default exists and (ivD) The Borrower shall have paid each Guarantor provides Administrative Agent with an affirmation and consent, in form and substance reasonably acceptable to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and (v) upon the reasonable request of any Lender made at least ten (10) days prior to the Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective Date.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of the each extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior Date pursuant to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) The the Borrowers shall deliver to the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective then-existing Maturity Date with respect to the Facility (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (iA) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension and (iiB) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) on and as of the date then-existing Maturity Date with respect to the proposed extension is to become effectiveFacility, 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, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) 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 clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists; (ivii) The Borrower shall have paid on the then-existing Maturity Date with respect to the Facility, the Borrowers shall pay to Administrative Agent, Agent for the pro rata benefit account of the Lenders based on each Lender in accordance with their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.20% multiplied by of the Aggregate Commitments as Term Loans outstanding on such date (giving effect to all payments of principal made in effect respect of Term Loans on the date the proposed extension is or prior to become effective (it being agreed that such extension date), which fee shall shall, when paid, be fully earned when paid and shall not be non-refundable for under any reason); andcircumstances; (vA) upon the reasonable request of any Lender Lender, made at least ten (10) days prior to the Extension Effective DateMaturity Date then in effect, the Borrower Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, Anti-Money-Laundering Laws, including, without limitation, including the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective DateMaturity Date then in effect and (B) at least five (5) days prior to the Maturity Date then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; (iv) the principal payments required by Section 2.06 shall be made on the original Maturity Date prior to giving effect to any extension thereof pursuant hereto; and (v) no Default or Event of Default shall exist on the date of such extension or after giving effect thereto.

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of the each extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior Date pursuant to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) The the Borrowers shall deliver to the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective then-existing Maturity Date with respect to the Revolving Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (iA) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension and (iiB) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) on and as of the date then-existing Maturity Date with respect to the proposed extension is to become effectiveRevolving Credit Facility, 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, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) 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 clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists; (ivii) The Borrower shall have paid on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent, Agent for the pro rata benefit account of the Lenders based on each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, an extension which fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall shall, when paid, be fully earned when paid and shall not be non-refundable for under any reason); andcircumstances; (viii) (A) upon the reasonable request of any Lender Lender, made at least ten (10) days prior to the Extension Effective DateMaturity Date with respect to the Revolving Credit Facility then in effect, the Borrower Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, Anti-Money-Laundering Laws, including, without limitation, including the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective DateMaturity Date with respect to the Revolving Credit Facility then in effect and (B) at least five (5) days prior to the Maturity Date with respect to the Revolving Credit Facility then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (iv) no Default or Event of Default shall exist on the date of such extension or after giving effect thereto.

Conditions to Effectiveness of Extension. As conditions a condition precedent to each such extension, the effectiveness Borrower shall pay to Administrative Agent for the pro rata benefit of the Revolving Lenders, an extension fee equal to 0.125% (12.5 basis points) of the aggregate Revolving Commitments at the time of such extension, payable on the then current Revolving Credit Maturity Date, each of the following requirements shall be satisfied or waived on or prior and deliver to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective then current Revolving Credit Maturity Date signed by a Responsible Financial Officer of the Borrower such Loan Party (i) certifying approving or consenting to such extension (and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s organizational documents) and (ii) in the case of the Borrower, certifying that, immediately before and after giving effect to such extension, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects (orexpect to the extent such representation and warranties are qualified by materiality, material adverse effect or words or phrases of similar import, in the which case of Section 5.15(b), they shall be true and correction in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the date the proposed extension is to become effectivecurrent Revolving Credit Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (or, in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.142.21, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and or (b), respectivelyas applicable, of Section 6.015.01, and (B) Borrower is in compliance with all of the financial covenants set forth in Section 6.11 based on the most recently delivered quarterly financial statements pursuant to the terms hereof, (C) no Default exists; or Event of Default exists and (ivD) The Borrower shall have paid each Guarantor provides Administrative Agent with an affirmation and consent, in form and substance reasonably acceptable to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); and (v) upon the reasonable request of any Lender made at least ten (10) days prior to the Extension Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective Date.. ​ 66 ​

Conditions to Effectiveness of Extension. As conditions a condition precedent to the effectiveness of the each extension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior Date pursuant to the Initial Maturity Date as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”):this Section: (i) The the Borrowers shall deliver to the Administrative Agent shall have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of the Extension Notice and both immediately before and immediately after giving effect to the extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Administrative Agent shall have received a certificate of the Borrower each Loan Party dated as of the Extension Effective then-existing Maturity Date with respect to the Revolving Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (iA) certifying and attaching the resolutions adopted by each such Loan Party approving or consenting to such extension and (iiB) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) on and as of the date then-existing Maturity Date with respect to the proposed extension is to become effectiveRevolving Credit Facility, 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, or in all respects in the case of Section 5.15(b), in all respects, and if qualified by “materiality,” “material adverse effect” a representation or similar language, in all respects (after giving effect to such qualification)warranty containing a materiality qualifier) 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 clauses (a) and (b), respectively, of Section 6.01, and (B2) no Default exists; (ivii) The Borrower shall have paid on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent, Agent for the pro rata benefit account of the Lenders based on each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0625% of the Aggregate Revolving Credit Commitments as of such date, an extension which fee in an amount equal to 0.20% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall shall, when paid, be fully earned when paid and shall not be non-refundable for under any reason); andcircumstances; (viii) (A) upon the reasonable request of any Lender Lender, made at least ten (10) days prior to the Extension Effective DateMaturity Date then in effect, the Borrower Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, Anti-Money-Laundering Laws, including, without limitation, including the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the Extension Effective DateMaturity Date then in effect and (B) at least five (5) days prior to the Maturity Date then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (iv) no Default or Event of Default shall exist on the date of such extension or after giving effect thereto.