Common use of Extension of Stated Maturity Date Clause in Contracts

Extension of Stated Maturity Date. The Borrowers shall have an option to extend the Stated Maturity Date then in effect for up to one (1) additional term, not longer than 364 days, subject to satisfaction of the following conditions precedent: (a) as of the date of the Extension Request referred to in clause (d) below and on the Stated Maturity Date before giving effect to such extension, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.15(a), 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; (b) the Borrowers shall pay the applicable Facility Extension Fee; (c) no Default or Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to the Administrative Agent not less than thirty (30) days prior to the then current Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender); (e) the Stated Maturity Date specified in such Extension Request shall not exceed the date which is forty-five (45) days prior to the date on which the Borrower Parties’ (or the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; and (f) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness of any extension to the Stated Maturity Date.

Extension of Stated Maturity Date. The Borrowers shall have an option So long as (x) the Trigger Event has occurred, (y) no Default specified in Section 11.01(a), 11.01(g) or 11.01(h) or Event of Default, or to extend the Stated Maturity Date then knowledge of any Loan Party, any other Default has occurred and is continuing on the date on which notice is given in effect for up to one (1) additional term, not longer than 364 days, subject to satisfaction of accordance with the following conditions precedent: clause (a) as of the date of the Extension Request referred to in clause (d) below and or on the then-effective Stated Maturity Date before giving effect to such extensionDate, and (z) the representations and warranties contained in Section 7 shall be 8 or in any other Loan Document are true and correct in all material respects, with the same force and effect as if made respects (without duplication of any materiality qualifier contained therein) on and as of such date; the date on which notice is given in accordance with the following clause (a) and on the then-effective Stated Maturity Date, except (A) to the extent that such representations and warranties specifically refer to any an earlier date, in which case they shall be were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date date, and except (B) that for the purposes of this Section 2.15(a)2.15, the representations and warranties contained in Section 7.07 shall be 8.06 are hereby deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01; (b) 9.01, the Borrowers shall pay Borrower Parties may extend the applicable Facility Extension Fee; (c) no Default or Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to a Business Day that is not later than twelve (12) months after the then-effective Stated Maturity Date, no more than twice, upon: (a) delivery by the Borrower Parties of a Facility Extension Request to Administrative Agent not less at least 30 days, but no more than thirty (30) days 60 days, prior to the then current Stated Maturity Date then in effect effect; (which shall be promptly forwarded by the b) payment to Administrative Agent for the benefit of Lenders of a facility extension fee equal to each Lender); 0.15% on the then-existing Maximum Commitment; (ec) confirmation, to Administrative Agent’s satisfaction, that the Pledgors’ rights to make Capital Calls for Capital Contributions under the applicable Governing Agreement to pay the Obligations through and immediately following the extended Stated Maturity Date specified is in such Extension Request shall not exceed full force and effect; and (d) payment by the date which is fortyBorrower Parties of all reasonable and documented fees and out-five (45) days prior of-pocket expenses to Administrative Agent and Lenders to the date on which the Borrower Parties’ (or the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; and (f) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the extent then due. Administrative Agent prior agrees to the effectiveness deliver written confirmation of any extension to the Stated Maturity DateBorrower Parties.

Extension of Stated Maturity Date. (a) The Borrowers Stated Maturity Date may be extended, once, to a Business Day that is not later than June 9, 2020, upon satisfaction of the following conditions: (i) the Borrower shall have an option delivered a Facility Extension Request to extend the Agent at least fourteen (14) days, but no more than sixty (60) days, prior to the Stated Maturity Date then in effect effect; (ii) the Borrower shall have paid to the Agent for up to one (1) additional term, not longer than 364 days, subject to satisfaction the ratable benefit of the following conditions precedent:Lenders of a facility extension fee equal to 1 basis point (0.01%) on the aggregate amount of the principal outstanding principal balance of the Loans at the time of extension (the “Extension Fee”); and (aiii) as of 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 of the proposed in such Facility Extension Request referred to in clause be the new Stated Maturity Date. (div) below no Event of Default or Default shall have occurred and be continuing on the Stated Maturity Date before giving effect date on which the Facility Extension Request is delivered to such extensionthe Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied; and (v) the representations and warranties contained in Section 7 Article III or in any other Credit Document shall be true and correct in all material respects, with the same force and effect as if made respects on and as of such date; 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 (iii) above were satisfied; (A) except to the extent that such representations and warranties specifically refer to any an earlier date, in which case they shall be true and correct as of such earlier date and date, and (B) except that for the purposes of this Section 2.15(a)2.22, the representations and warranties contained in Section 7.07 3.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01;5.03; and (bvi) as of the Borrowers shall pay date the applicable Facility Extension Fee; (c) no Default or Event of Default shall have occurred and be continuing on the date on which notice Request is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to the Administrative Agent not less than thirty (30) days prior to the then current Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender); (e) the Stated Maturity Date specified in such Extension Request shall not exceed the date which is forty-five (45) days prior to 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 Parties’ are true and correct in all respects or (or ii) for which updates to such information are required, the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; andBorrower has delivered a new Beneficial Ownership Certificate. (fb) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness The extension of any extension to the Stated Maturity DateDate shall be evidenced by delivery of written confirmation of the same by the Agent to the Borrower and the Lenders immediately upon satisfaction of all conditions set forth in clause (a) above.

Extension of Stated Maturity Date. The Borrowers So long as: (x) no Event of Default shall have an option to extend 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 shall be continuing on the Stated Revolving Maturity Date then in effect for up to one effect; and (1y) additional term, not longer than 364 days, subject to satisfaction of the following conditions precedent: (a) as of the date of the Extension Request referred to in clause (d) below and on the Stated Maturity Date before giving effect to such extension, the representations and warranties contained in Section 7 or in any other Loan Document shall be true and correct in all material respects, with the same force and effect as if made respects on and as of such date; 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 any an earlier date, in which case they shall be true and correct as of such earlier date date, and except that (2) for the purposes of this Section 2.15(a)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 Stated Revolving Maturity Date to a date that is not later than twelve (12) months after the then-effective Stated Revolving Maturity Date, exercisable no more than two (2) times upon: (a) delivery of a Facility Extension Request to Administrative Agent at least thirty (30) days, but no more than one hundred twenty (120) days, prior to the Stated Revolving Maturity Date then in effect; (b) delivery of an updated Compliance Certificate evidencing compliance by the Borrowers shall pay Borrower of all financial covenants set forth in Section 9.08 on a pro forma basis and a Borrowing Base Report evidencing compliance with all Borrowing Base covenants and that the applicable Facility Extension Fee; Revolving Principal Obligation does not exceed the Available Loan Amount, (c) no Default or Event payment to Administrative Agent for the benefit of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause Lenders of a facility extension fee of twenty (20) basis points of then-existing Maximum Revolving Commitment; (d) delivery of a Beneficial Ownership Certification or on the then current Stated Maturity Date; controlling party certification to each requesting Lender in connection with any such extension; and (de) the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to the payment by Borrower of all other reasonable, out-of-pocket fees and expenses actually incurred by Administrative Agent not less than and the Lenders. Each such extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to Borrower on or before the date that is thirty (30) days prior to the then current applicable Stated Revolving Maturity Date then in effect effect, provided Borrower must satisfy the terms of subsection (which shall be promptly forwarded by x) and (y) above as of the Administrative Agent to each Lender); (e) the then applicable Stated Revolving Maturity Date specified then in such Extension Request shall not exceed the date which is forty-five (45) days prior to the date on which the Borrower Parties’ (or the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; and (f) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness of any extension to the Stated Maturity Dateeffect.

Extension of Stated Maturity Date. The Borrowers shall have an option to extend 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 in effect for up effective Stated Maturity Date to a date that is not later than one (1) additional termyear after the then effective Stated Maturity Date, not longer than 364 days, subject to satisfaction of the following conditions precedentupon: (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 date of the applicable Extension Request referred to in clause Effective Date, certifying that (di) below and on the Stated Maturity Date before giving effect to such extension, the all representations and warranties contained of Borrowers set forth in Section 7 this Agreement are/shall be true and correct in all material respects, with the same force and effect as if made on and respects as of such date; the applicable Extension Effective Date, except to the extent that such representations and warranties specifically refer to any earlier were made as of a specified date, in which case they such representation and warranty shall be have been true and correct in all material respects as of such earlier date and except that for the purposes of this Section 2.15(a), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses specified date; (a) and (b), respectively, of Section 8.01; (b) the Borrowers shall pay the applicable Facility Extension Fee; (cii) no Default or Event of Default shall have has occurred and be is continuing on the date on which notice is given in accordance with applicable Extension Effective Date after giving effect to the following clause (d) or on extension of the then current 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) the Borrowers shall have delivered an Extension Request delivery to Administrative Agent of Interest Rate Cap Documentation with respect to the then current Stated Maturity 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 Administrative Agent not less than thirty (30) days prior applicable Extension period to the then current Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent produce an implied Debt Service Coverage Ratio of 1.25 to each Lender)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 specified in such Extension Request shall not exceed the date which is forty-five (45) days prior to the date on which the Borrower Parties’ (or the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated it may be extended pursuant to this Section 2.16) occur later than July 21, 2019. During any applicable Governing Agreement; and (f) Extension of the term of the Loans, all terms and conditions of the Loan Documents shall continue to apply, except that Borrowers and their Managing Entities shall have delivered no further right to extend the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under term of the Beneficial Ownership Regulation, if so requested by Loans after the Administrative Agent prior to the effectiveness of any extension to the Stated Maturity Datesecond Extension.

Extension of Stated Maturity Date. (a) The Borrowers Stated Maturity Date with respect to all or any portion of outstanding Term Loans may be extended, once, to a Business Day that is not later than September 24, 2021, upon satisfaction of the following conditions: (i) the Borrower shall have an option delivered a Facility Extension Request to extend the Agent at least fourteen (14) days, but no more than sixty (60) days, prior to the Stated Maturity Date then in effect effect; (ii) the Borrower shall have paid to the Agent for up to one (1) additional term, not longer than 364 days, subject to satisfaction the ratable benefit of the following conditions precedent:Extending Lenders (as defined below), a facility extension fee determined by the Extending Lenders at the time of extension (the “Extension Fee”); (aiii) as of 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 of the proposed in such Facility Extension Request referred to in clause be the new Stated Maturity Date; (div) below no Event of Default or Default shall have occurred and be continuing on the Stated Maturity Date before giving effect date on which the Facility Extension Request is delivered to such extensionthe Agent or, if later, the date on which the conditions set forth in clauses (ii) and (iii) above were satisfied; and (v) the representations and warranties contained in Section 7 Article III or in any other Credit Document shall be true and correct in all material respects, with the same force and effect as if made respects on and as of such date; 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 (iii) above were satisfied; (A) except to the extent that such representations and warranties specifically refer to any an earlier date, in which case they shall be true and correct as of such earlier date and date, and (B) except that for the purposes of this Section 2.15(a)2.22, the representations and warranties contained in Section 7.07 3.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01;5.03; and (bvi) as of the Borrowers shall pay date the applicable Facility Extension Fee; (c) no Default or Event of Default shall have occurred and be continuing on the date on which notice Request is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to the Administrative Agent not less than thirty (30) days prior to the then current Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender); (e) the Stated Maturity Date specified in such Extension Request shall not exceed the date which is forty-five (45) days prior to 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 Parties’ are true and correct in all respects or (or ii) for which updates to such information are required, the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; andBorrower has delivered a new Beneficial Ownership Certificate. (fb) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness The extension of any extension to the Stated Maturity DateDate shall be evidenced by delivery of written confirmation of the same by the Agent to 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 obligation) to participate in such extension of the Stated Maturity Date on a pro rata basis and on the same terms and conditions as each other Lender. If the extension is in respect of less than all of the outstanding Term Loans, such extension shall apply to (i) the principal amount of the outstanding Term Loans set forth in the Facility 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. The Borrowers shall have an option to extend the Stated Maturity Date then in effect for up to one (1) additional term, not longer than 364 days, subject to satisfaction of the following conditions precedent: (a) as of the date of the Extension Request referred to in clause (d) below and on the Stated Maturity Date before giving effect to such extension, the representations and warranties contained in Section 7 shall be true and correct in all material respects, with the same force and effect as if made on and as of such date; except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct as of such earlier date and except that for the purposes of this Section 2.15(a), 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; (b) the Borrowers shall pay the applicable Facility Extension Fee; (c) Provided no Default or Event of Default shall have occurred and be continuing on continuing, the date on which notice is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) the Borrowers shall have delivered Borrower may request an Extension Request with respect to extension of the then current Stated Maturity Date for additional one-year periods by giving notice to the Administrative Agent not less than (an "Extension Request"), substantially in the form of Exhibit K hereto, on or before thirty (30) days prior to, but not more than sixty (60) days prior to, each of May 17, 2002 and, if previously so extended, May 17, 2003. The Administrative Agent shall promptly transmit the contents of each such Extension Request to each Bank. Each Bank may, in its sole and absolute discretion, indicate its consent to such requested extension by acknowledging such Extension Request and indicating in its acknowledgment whether it consents to the extension of the then current Stated Maturity Date then in effect (which shall be promptly forwarded by and returning such acknowledgment to the Administrative Agent within fifteen (15) Business Days after receipt. Failure to each Lender); (e) acknowledge such Extension Request shall be deemed to be a rejection of the Extension Request by such Bank and notwithstanding any other term or provision hereof, no Bank shall have any obligation to consent to any extension of the Stated Maturity Date specified in such Extension Request and no extension shall not exceed be effective unless the date which is forty-five Administrative Agent shall have received acknowledged consents from all of the Banks. (45b) Provided the Administrative Agent shall have received on or before fifteen (15) days prior to the date May 17, 2002, or on which the Borrower Parties’ or before fifteen (or the Managing Entities thereof15) days prior to May 17, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; and (f) the Borrowers and their Managing Entities shall have delivered to the Lenders a new or updated Beneficial Ownership Certification2003, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under consents acknowledged by all of the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior Banks to the effectiveness extension of any extension to the Stated Maturity Date, the then current Stated Maturity Date shall be extended for an additional one-year period, in each case subject to the other terms and conditions of this Agreement, and any other modification agreed to by the parties in connection with such extension.