Conditions Precedent to Effectiveness of each Extension. As conditions precedent to each extension of the Revolving Maturity Date and each extension of the Term Loan Maturity Date, the Borrower shall, on or prior to the then applicable Maturity Date, satisfy each of the following requirements for such extension to become effective (in each case, the first date on which such conditions precedent are satisfied or waived with respect to the applicable extension, the “Extension Effective Date” for such extension): (i) no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date; (ii) the Administrative Agent shall have received a certificate of the Borrower dated as of the applicable Extension Effective Date signed by an Authorized Officer thereof, certifying that, (x) before and after giving effect to such extension, the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the applicable Extension Effective Date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) or are qualified by materiality (in which case such representations and warranties shall be true and correct in all respects) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (y) the resolutions delivered to the Administrative Agent and the Lenders on the Effective Date (which 77 resolutions include approval to extend each of the Revolving Maturity Date and the Term Loan Maturity Date to at least the Final Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption; and (iii) the Borrower shall have paid an extension fee of 0.075% (7.5 basis points) multiplied by (x) in the case of an extension of the Revolving Maturity Date, the aggregate amount of the Lenders’ Revolving Commitments on the applicable Extension Effective Date (to the Administrative Agent for the ratable benefit of the Revolving Lenders) and (y) in the case of an extension of the Term Loan Maturity Date, the aggregate outstanding amount of the Lenders’ Term Loans on the applicable Extension Effective Date (to the Administrative Agent for the ratable benefit of the Term Loan Lenders).
