Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to such extension, (i) the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Extension Effective Date signed by a Responsible Officer of such Borrower Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yB) in the case of the Company, certifying that, immediately 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 (provided, provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified as to “materiality”, “Material Adverse Effect” or modified by materiality similar language shall be true and correct (after giving effect to any qualification therein) in the text thereofall respects) on and as of the 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 (provided, provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified as to “materiality”, “Material Adverse Effect” or modified by materiality similar language shall be true and correct (after giving effect to any qualification therein) in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.18, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B2) no Default exists or Event of Default exists, (ii) the Administrative Agent shall have received an Extension Agreement duly completed and signed by the Company and all of the Extending Lenders as required by Section 2.18(e) and (ii)(xiii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior paid (A) to the Effective Date Arrangers and the Administrative Agent, for their own respective accounts, fees in the amounts and at the times specified as set forth in any fee letter related to the extension, (B) to the Lenders, for their respective own accounts, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified and (yC) at least 2 days prior any other fees and expenses required to be paid in accordance with the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDocuments. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective applicable Initial Revolving Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall be true and correct in all respects) on and as of such Initial Revolving Maturity Date (other than the Effective representations and warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing 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 (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall have been true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of such Initial Revolving Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Date, the Company shall have provided to Revolving Lenders on 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Initial Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyLead Borrower, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.192.14, 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 and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDefault exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Initial Term A-2 Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall be true and correct in all respects) on and as of the Effective Initial Term A-2 Maturity Date (other than the representations and warranties in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the extent that any such representations and warranties representation or warranty specifically refer refers to an earlier date, in which case they are such representation or warranty was true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall have been true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Term A-2 Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days Borrower shall pay to the Term A-2 Lenders on or prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Initial Term A-2 Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Term A-2 Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount of such datethe Term A-2 Loans) equal to the product of (x) 0.125% multiplied by (y) the then Outstanding Amount of the Term A-2 Loans.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Facility Termination Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default or Unmatured Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V and the or any other Loan Documents Document are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension and after giving effect thereto, as though made on and as of such date, except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall have been true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of such earlier date, and except that for purposes ; (iii) since the date of this the financial statements most recently available under Section 2.19, 6.1(a) or the representations and warranties contained in subsections (a) and (b) date 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, 8-K report filed by the Company with the Securities and Exchange Commission, no event, circumstance or development shall have provided occurred that constitutes, has had or could reasonably be expected 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, including, without limitation, the Act, in each case at least 2 days prior constitute or to the Effective Date and have a Material Adverse Effect; and (yiv) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Facility Termination Date of each Non-Extending Replaced Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.4) to the extent necessary to keep outstanding Revolving Credit repay, nonratably, the Loans ratable with any revised Applicable of such Non-Replaced Lenders and the Commitment of such Non-Replaced Lenders shall be terminated. The Commitment Percentages of the respective remaining Lenders effective shall be revised as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective relevant Anniversary Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the Company, 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 (provided, provided that such materiality qualifier representations qualified by “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the Effective relevant Anniversary Date, except to the extent that such representations and warranties that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, provided that such materiality qualifier representations qualified by “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Revolving Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company each Borrower shall deliver to the Administrative Agent (i) a certificate of each (together with resolutions adopted by such Borrower dated as of approving or otherwise consenting to such extension) on or prior to the Effective Existing Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (Ai) the representations and warranties contained in Article V (and, in the case of a Designated Borrower, in its Designated Borrower Request and the other Loan Documents Assumption Agreement) are true and correct in all material respects (provided, except to the extent that such materiality qualifier representations and warranties are already qualified by materiality, in which case they shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the Effective Datesuch 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 (provided, except to the extent that such materiality qualifier representations and warranties are already qualified by materiality, in which case they shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.19Section, 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 delivered (or otherwise made available) pursuant to subsections (a) and (b), respectively, of Section 6.01, and (Bii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to the effectiveness of each such extensionextension of the Maturity Date, each of the Company following requirements shall deliver be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, 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 2.13(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) 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 0.125% 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); (iv) The Administrative Agent shall have received a certificate of each the Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such extension and (yii) in the case of the Company, 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 (providedor if qualified by “materiality,” “material adverse effect” or similar language, that in all respects (after giving effect to such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereofqualification)) on and as of the Effective Datedate 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 (providedor if qualified by “materiality,” “material adverse effect” or similar language, that in all respects (after giving effect to such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereofqualification)) as of such earlier date, and except that for purposes of this Section 2.192.13, 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 (a) and (b), respectively, of Section 6.01, and (B) no Default exists and is continuing; and (ii)(xv) upon the reasonable request of any Revolving Credit Lender made at least 3 ten (10) days prior to the applicable Extension Effective Date, the Company 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 rules and regulationslaws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least 2 five (5) days prior to the Effective Date and (y) at least 2 days prior to the applicable Extension Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Commitment Termination Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Bank unless: (i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (ii) Borrower delivers a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower’s Board of Directors or Funding Committee, as the case may be, approving or consenting to such extension and extension; (y) in the case of the Company, certifying that, before and after giving effect to such extension, (Aiii) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects (providedexcept, that such materiality if a qualifier shall not be applicable relating to materiality, Material Adverse Effect or a similar concept applies to any representation or warranty, such representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Datedate of such extension and after giving effect thereto, except to the extent that as though made on and as of such representations and warranties specifically refer to an earlier datedate (or, in which case they are true and correct in all material respects (provided, that if any such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) expressly stated to have been made as of a date, as of such earlier specific date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections ); (aiv) 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Commitment Termination Date of each Non-Extending LenderBank, the Borrowers Borrower shall prepay any Revolving Credit Committed Loans of such Non-Extending Bank outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) 6.5), except to the extent necessary such amounts have been paid or are being paid by another Bank pursuant to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages a Transfer Supplement; and (v) since the date of the respective Lenders effective as of such datefinancial statements most recently delivered to the Administrative Agent in accordance with Section 9.1(a), no event, circumstance or development shall have occurred that constitutes, has had or could reasonably be expected to have a Material Adverse Effect.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower the Company dated as of the Effective Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower the Company (xi) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such extension and (yii) in the case of the Company, 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 (1) in the case of the representations and warranties qualified as to materiality, in all respects and (2) otherwise, in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Applicable Anniversary Date, except in each case 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections clauses (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, clause 6.01 of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section shall deliver not be effective with respect to any Lender unless: (i) the Administrative Agent shall have received (iA) a certificate of each Borrower the Company dated as of the Effective Extension Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, Company certifying that, before and after giving effect to such extension, (A1) the representations and warranties of the Loan Parties contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective DateExtension Date as if made on and as of such date (or, except to the extent that if any such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) expressly stated to have been made as of a specific date, as of such earlier specific date), and except that that, for purposes of this Section 2.19Section, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 7.01(a), respectively, of Section 6.01, and (B2) no Default exists has occurred and is continuing; (B) a duly executed Assignment and Assumption referred to in paragraph (d) of this Section from each Additional Commitment Lender; and (ii)(xC) upon such other information or documentation as the reasonable request of any Revolving Credit Lender made at least 3 days prior to Administrative Agent may reasonably request; and (ii) on or before the Effective Extension Date, (1) the Company Borrowers shall have provided to such Lender, paid in full the principal of and such Lender shall be reasonably satisfied with, interest on all of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of Loans made by each Non-Extending Lender, Lender to them hereunder and (2) the Borrowers shall prepay any Revolving Credit Loans outstanding on have paid in full all other amounts owing to such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateNon-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. As a condition precedent No Extension Effective Date may occur unless and until: (a) the Extending Lenders and the Additional Commitment Lenders who have complied with the preceding subsection (iv) of this Section 2.12, when combined, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date and after giving effect to such extensionthe Extended Expiration Date; (c) the representations and warranties of each Loan Party set forth in Section 6 [Representations and Warranties] (other than the representations and warranties contained in the first sentence of Section 6.1.6 [Litigation], the Company last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall deliver be true on and as of the date of such extension with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and the Loan Parties shall have performed and complied with all covenants and conditions hereof; and (d) the Administrative Agent shall have received a certificate from the Borrower signed by an authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower and (xii) and (B) certifying and attaching the resolutions adopted by such the Loan Party Parties approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower both Borrowers dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such each Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.075% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers each Borrower shall prepay any Revolving Credit Loans such Borrower’s outstanding Obligations owing to the Non-Extending Lenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Revolving Credit Committed Loans and other appropriate Obligations ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Existing Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and extension, (yii) in the case a certificate dated as of the Company, Existing Maturity Date signed by a Responsible Officer certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 4 and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (2) in the case of any representation and except that for purposes of this Section 2.19warranty qualified by materiality, the representations and warranties contained in subsections (a) and (b) of Section 5.05 they shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) true and (b), respectively, of Section 6.01correct in all respects, and (B) no Default exists and or Event of Default exists, (ii)(xiii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Datesuch financial, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation business and other information so regarding each Group Member as requested in connection with applicable “know your customer” by the Administrative Agent or any Extending Lender necessary for the Administrative Agent or such Extending Lender to complete any required due diligence investigations and anti-money-laundering rules and regulations, including, without limitation(iv) the Borrower, the Act, in each case at least 2 days prior Administrative Agent and the Extending Lenders shall have agreed to appropriate updates to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification covenants set forth in relation to such Loan PartySection 7.1. In addition, on the Maturity Revolving Termination Date of each Non-Extending Lender, the Borrowers shall prepay repay any Revolving Credit Loans outstanding on such date (and pay any additional amounts breakage fees required pursuant to Section 3.05hereunder) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective such Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case certifying that as of the Company, certifying thatsuch Extension Date, before and after giving effect to such extension, (A) the representations and warranties contained in Article ARTICLE V (other than the representation and the other Loan Documents warranty in Section 5.05) are (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects (providedrespects, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and each case as of the Effective Date, such Extension Date (except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (a) and (b), respectively, of Section 6.01), and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.17, 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 or would result therefrom and (ii)(xii)(A) upon the reasonable request of any Revolving Credit Lender made at least 3 five days prior to the Effective Datedate of such extension, the Company 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, including, without limitation, including the Act, in each case at least 2 two days prior to the Effective Date and (yB) at least 2 five days prior to the Effective Datedate of such extension, if any Loan Party that Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the applicable Borrower shall have delivered, to each Revolving Credit Lender that so requests, deliver a Beneficial Ownership Certification in relation to such Loan PartyCertification. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages Pro Rata Share with respect the Revolving Credit Facility of the respective Revolving Credit Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective applicable Anniversary Date (in sufficient copies for each extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective such Anniversary 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 as of such earlier date (provided, that other than any such materiality qualifier shall not be applicable to any representation or and warranty that is already is qualified or modified by materiality or “Material Adverse Effect” in the text thereof) as of , in which case such earlier daterepresentation and warranty shall be true and correct in all respects), and except that for purposes of this Section 2.192.22, the representations and warranties contained in subsections (a) and (bc) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.015.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.18, 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 or would result therefrom and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 five (5) days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 two (2) days prior to the Effective Date and (y) at least 2 five (5) days prior to the Effective Date, if any Loan Party that Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the applicable Borrower shall have delivered, to each Revolving Credit Lender that so requests, deliver a Beneficial Ownership Certification in relation to such Loan PartyCertification. In addition, on the Existing Maturity Date of with respect to each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Revolving Credit Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (i) each Lender that will participate in this Agreement as extended shall have consented in writing to such extension, the Company which consent shall deliver be given in such Lender’s sole and absolute discretion, and notified to the Administrative Agent Agent; (iii) a certificate no Default or Event of each Borrower dated as of Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aiii) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects (providedunless qualified as to materiality or Material Adverse Effect, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the Effective Datedate of such extension and after giving effect thereto, except to the extent that as though made on and as of such representations and warranties specifically refer to an earlier datedate (or, in which case they are true and correct in all material respects (provided, that if any such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) expressly stated to have been made as of a specific date, as of such earlier specific date); (iv) the Borrower shall deliver a certificate to the Administrative Agent certifying, and except that for purposes as of this Section 2.19the date of such election or as of the effective date of such extension, as applicable, as to the representations and warranties contained accuracy of the matters set forth above in subsections clauses (aii) and (biii); (v) of if a Non-Extending Lender is not replaced with an Additional Lender in accordance with this Section 5.05 shall be deemed to refer to 3.12, on or before the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Maturity Date, the Company Borrower shall have provided to such Lender, (1) paid in full the principal of and such Lender shall be reasonably satisfied with, interest on all of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of Loans made by each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) Lender to the extent necessary Borrower hereunder and (2) paid in full all other amounts owing to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages such Non-Extending Lender hereunder; (vi) the Borrower shall have paid or reimbursed the Administrative Agent and each of the respective Lenders effective that will participate in this Agreement, as extended, for all of their reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of one New York counsel and one local counsel in Mexico) in connection with such dateextension request; (vii) the Administrative Agent shall have received a letter from the Process Agent indicating its consent to the extension of its appointment as process agent for the Borrower and each of the Guarantors; and (viii) the Borrower shall have paid any agreed upon extension fees to each of the Lenders participating in the Agreement as extended.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Revolving Loan Maturity Date or Term Loan Maturity Date, as applicable, pursuant to this Section shall deliver to the Administrative Agent not be effective unless: (i) a certificate of each Borrower dated as no Default exists on the date of the Effective Date signed by a Responsible Officer request, date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties of the Credit Parties contained in Article V this Credit Agreement and the other Loan Credit Documents are true and correct in all material respects (provided, that on such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) request date and on and as of the Effective date of such extension of the Revolving Loan Maturity Date or Term Loan Maturity Date, as applicable, (except to the extent that any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided, except to the extent that any such materiality qualifier shall not be applicable to any representation or and warranty that already is qualified or modified by materiality or reference to a Material Adverse Effect, in the text thereof) which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections Subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and ; (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company Administrative Agent shall have provided to such Lender, and such Lender received a Compliance Certificate signed by a Responsible Officer of the Borrower (which 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, includinginclude, without limitation, calculation of the Actfinancial covenants) certifying that the Credit Parties are in compliance on a Pro Forma Basis (as of the date of such extension of the Revolving Loan Maturity Date or the Term Loan Maturity Date, as applicable) with each financial covenant contained in each case at least 2 days prior Section 6.12; (iv) with respect to an extension of the Revolving Loan Maturity Date, the Administrative Agent shall have received, for the benefit of the extending Lenders (to be allocated on a pro rata basis after giving effect to the Effective Date and Revolving Commitments of each such extending Lender after giving effect to such extension) from the Borrower an extension fee in aggregate amount equal to 0.15% of the Aggregate Revolving Commitments immediately after giving effect to each extension; and (yv) at least 2 days prior with respect to an extension of the Term Loan Maturity Date, the Administrative Agent shall have received, for the benefit of the extending Lenders (to be allocated on a pro rata basis after giving effect to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under outstanding Term Loans of each such extending Lender after giving effect to such extension) from the Beneficial Ownership Regulation shall have delivered, Borrower an extension fee in aggregate amount equal to 0.15% of the outstanding Term Loans immediately after giving effect to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateextension.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent (i) a certificate of each Borrower dated as of the applicable Extension Effective Date signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, 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 (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or and warranty that already is otherwise qualified or modified by materiality materiality, in the text thereofwhich case such representation and warranty shall be true and correct in all respects) on and as of the such 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 and (ii)(xC) upon since the reasonable request date of any Revolving Credit Lender made at least 3 days prior the most recent audited financial statements furnished pursuant to the Effective Datesubsection (a) of Section 6.01, the Company there shall have provided been no event or circumstance that has had or could reasonably be expected to such Lenderhave, and such Lender shall be reasonably satisfied with, either individually or in the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsaggregate, a Beneficial Ownership Certification in relation to such Loan PartyMaterial Adverse Effect. In addition, on the Maturity Date of each Non-Extending Lender, (i) the Borrowers shall prepay repay in full all Obligations (other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date and (ii) the Lead Administrative Agent will notify the remaining Lenders of any revisions to their Applicable Percentages effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V this Agreement that are qualified by materiality shall be true and correct on and as of the other Loan Documents date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateand, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.12, 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 delivered pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, ); and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Relevant Anniversary Date of each Non-Extending LenderLender that has not been replaced as provided in Section 2.12(d), each of the Borrower and the Designated Borrowers shall prepay any Revolving Credit Committed Loans outstanding to it on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep such outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, as applicable, pursuant to this subsection shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying no event shall have occurred and attaching the resolutions adopted by such Loan Party approving be continuing or consenting to such extension and (y) in the case of the Company, certifying that, before and after would result from giving effect to such extension, extension that would constitute an Event of Default or a Potential Event of Default; (Aii) the representations and warranties contained herein (other than subsection 5.4) and in Article V and the other Loan Documents are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of such earlier date; provided, that, if a representation and except that warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this Section 2.19, condition; (iii) since the representations and warranties contained in subsections (a) and (b) date of Section 5.05 shall be deemed to refer to the most recent audited financial statements furnished delivered to the Administrative Agent pursuant to subsections subsection 6.1, there shall not have occurred any event, circumstance or development that constitutes or has had or that could reasonably be expected to constitute or have a Material Adverse Effect; (aiv) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall have delivered to the Effective Administrative Agent a certificate of its chief financial officer or treasurer as to the satisfaction of conditions set forth in clauses (i)-(iii) immediately above on the date of the applicable extension; and (v) on the Revolving Loan Commitment Termination Date and/or Term Loan Maturity Date, the Company shall have provided to such Lenderas applicable, 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Non-Extending Lender shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) have received non-ratable payment of an amount equal to the extent necessary outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts then due and payable to keep outstanding it hereunder, as applicable, from the Borrower and, if applicable, the Revolving Credit Loans ratable with any revised Applicable Percentages Loan Commitment of such Non-Extending Lender shall be terminated. The applicable Pro Rata Shares of the respective remaining Revolving Lenders effective and/or Term Loan Lenders, as applicable, shall be revised as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Current Revolving Maturity Date of any Revolving Lender pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date, the Borrower shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective applicable Anniversary Date signed by a Responsible Officer of such the Borrower (xA) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension extension, and (yB) in the case of the Companycertificate delivered by the Borrower, certifying that, before and after giving effect to such extension, (A1) no Default exists, and (2) the representations and warranties of the Credit Parties contained in Article V and the or any other Loan Documents are Document shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereof) which case they shall be true and correct in all respects), on and as of the Effective Datedate of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereofwhich case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.17(f)(ii)(B)(2), the representations and warranties contained in subsections (a) Sections 5.04 and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 6.01and (iii)(A) deliver to the Administrative Agent such Organization Documents and legal opinions as may be reasonably requested by the Administrative Agent or any Lender in connection with such extension, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior provide to the Effective Date, Administrative Agent and the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, Lenders the documentation and other information so reasonably requested in connection with by the Administrative Agent and the Lenders as required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the PATRIOT Act, and (C) in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, if any Loan Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have deliveredRegulation, provide to the Administrative Agent and each Lender, to each Revolving Credit Lender that so requeststhe extent reasonably requested by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to such Loan Credit Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, 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 (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (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 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount) equal to the product of such date(x) 0.15% multiplied by (y) the then Outstanding Amount.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except 118711003_9 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of any Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V Section 5 and the other Loan Credit Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension and after giving effect thereto, except that: (1) if a qualifier relating to the extent that materiality or Material Adverse Effect applies, then such representations representation or warranty shall be true and warranties correct in all respects, (2) if any such representation or warranty specifically refer refers to an earlier date, in which case they are then such representation or warranty shall be true and correct in all material respects as of such earlier date (providedexcept that if a qualifier relating to materiality or Material Adverse Effect applies, that then such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereof) all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.192.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (aa)(i) and (bii), respectively, of Section 6.01, and 6.6; and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Company or the UK Borrower, as the case may be, shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Commitment Percentages of the respective Lenders with respect to the Revolving Credit Facility effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date effective date of such extension signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Dateeffective date of such extension, 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 (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.193.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (a) and (bc), respectively, of Section 6.016.1, and (B) no Default exists and (ii)(x2) upon with respect to each Mortgaged Property, the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall deliver to the Effective Date, Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company shall have provided to such LenderBorrower and each Loan Party relating thereto), and if a Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), evidence of flood insurance confirming that such Lender shall be reasonably satisfied withinsurance has been obtained with a financially sound and reputable insurer, the documentation in an amount and other information so requested in connection otherwise sufficient to comply with all applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior regulations promulgated pursuant to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyFlood Insurance Laws. In addition, on the Maturity Revolving Termination Date of each Non-Extending Revolving Lender, the Borrowers Borrower shall prepay repay any non-extended Revolving Credit Loans of such Non-Extending Revolving Lender outstanding on such date date.” (and pay any additional amounts required pursuant to n) Section 3.057.9(b) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective Credit Agreement is hereby amended and restated in its entirety to read as of such date.follows: 72906207_8

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension if the resolutions authorizing the extension have not previously been delivered and (yii) in the case of the Company, 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 (providedexcept to the extent such representations and warranties are qualified by materiality, that such materiality qualifier in which case, they shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier datedate (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), and except that for purposes of this Section 2.192.16, 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 or Event of Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided or would exist after giving effect 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyextension. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, 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 (provided, that unless such materiality qualifier shall not be applicable to any representation or warranty that is already is qualified or modified by materiality or Material Adverse Effect, in the text thereofwhich case it shall be true and correct in all respects after giving effect to such qualification) on and as of the Effective Existing 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 (provided, that unless such materiality qualifier shall not be applicable to any representation or warranty that is already is qualified or modified by materiality or Material Adverse Effect, in the text thereofwhich case it shall be true and correct in all respects after giving effect to such qualification) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, 7.01 and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall pay all fees, invoiced expenses and other amounts payable on or prior to the date of such extension and deliver to the Administrative Agent (iI) a certificate of each Borrower Obligor dated as of the Effective applicable anniversary of the Closing Date signed by a Responsible Officer of such Borrower Obligor (xi) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, immediately before and immediately after giving effect to such extension, (A) the representations and warranties of each Obligor contained in Article V this Agreement and the each other Loan Documents Document are true and correct in all material respects (provided, except that such materiality qualifier shall not be applicable to any representation or warranty all representations and warranties that already is are qualified or modified by materiality are true and correct in the text thereofall respects) on and as of the Effective applicable anniversary of the Closing 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 (provided, or true and correct in all respects for any such representations or warranties that such materiality qualifier shall not be applicable to any representation or warranty that already is are qualified or modified by materiality in the text thereofmateriality) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 6.01(a), respectively, of Section 6.01, and (B) no Default or Event of Default exists or would result therefrom and (ii)(xII) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Dateextent reasonably requested by the Administrative Agent, the Company shall have provided to such Lenderother customary documents, certificates and such Lender shall be reasonably satisfied with, the documentation and other information so requested opinions in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partytherewith. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such datedate which amounts, for the avoidance of doubt, may be paid with the proceeds of additional concurrent Borrowings.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Date date of such extension signed by a Responsible an Authorized Officer of such Borrower Loan Party (xa) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yb) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (Ai) the representations and warranties contained in Article V Section 6 and the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Datedate of such extension, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.1.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) Sections 8.3.1 and (b)8.3.2, respectively, of Section 6.01, and (Bii) no Default or Event of Default exists and is continuing and (ii)(xiii) upon the reasonable request Borrower and its Subsidiaries are in compliance on a pro forma basis with each of any the financial covenants contained in Sections 8.2.14 and 8.2.15 (which, for the purposes of the pro forma calculation required herein, shall be determined regardless of whether the covenants in such Section would otherwise have been required to be tested pursuant to the terms thereof at such time). On or before the Revolving Credit Lender made at least 3 days prior to the Effective Maturity Date, (1) the Company Borrower shall have provided to such Lender, paid in full the principal of and such Lender shall be reasonably satisfied with, interest on all of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of Loans made by each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) Lender to the extent necessary Borrower hereunder and (2) the Borrower shall have paid in full all other amounts owing to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateNon-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.17, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages percentage of the Commitments of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Revolving Loan Maturity Date or Term Loan Maturity Date, as applicable, pursuant to this Section shall deliver to the Administrative Agent not be effective unless: (i) a certificate of each Borrower dated as no Default exists on the date of the Effective Date signed by a Responsible Officer request, date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties of the Credit Parties contained in Article V this Credit Agreement and the other Loan Credit Documents are true and correct in all material respects (provided, that on such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) request date and on and as of the Effective date of such extension of the Revolving Loan Maturity Date or Term Loan Maturity Date, as applicable, (except to the extent that any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided, except to the extent that any such materiality qualifier shall not be applicable to any representation or and warranty that already is qualified or modified by materiality or reference to a Material Adverse Effect, in the text thereof) which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections Subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and ; (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company Administrative Agent shall have provided to such Lender, and such Lender received a Compliance Certificate signed by a Responsible Officer of the Borrower (which 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, includinginclude, without limitation, calculation of the Actfinancial covenants) certifying that the Credit Parties are in compliance 72 on a Pro Forma Basis (as of the date of such extension of the Revolving Loan Maturity Date or the Term Loan Maturity Date, as applicable) with each financial covenant contained in each case at least 2 days prior Section 6.12; (iv) with respect to an extension of the Revolving Loan Maturity Date, the Administrative Agent shall have received, for the benefit of the extending Lenders (to be allocated on a pro rata basis after giving effect to the Effective Date Revolving Commitments of each such extending Lender after giving effect to such extension) from the Borrower an extension fee in aggregate amount equal to 0.15% of the Aggregate Revolving Commitments immediately after giving effect to each extension; and (yv) at least 2 days prior with respect to an extension of the Term Loan Maturity Date, the Administrative Agent shall have received, for the benefit of the extending Lenders (to be allocated on a pro rata basis after giving effect to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under outstanding Term Loans of each such extending Lender after giving effect to such extension) from the Beneficial Ownership Regulation shall have delivered, Borrower an extension fee in aggregate amount equal to 0.15% of the outstanding Term Loans immediately after giving effect to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateextension.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Date Notice Date, signed by a Responsible Officer of such Borrower Loan Party, (xi) certifying and attaching the resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving or consenting to such extension Maturity Date Extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) on and as of the Effective Notice 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 (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.14, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to or would result from 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Maturity Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyExtension immediately after giving effect thereto. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Revolving Credit Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date).

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, each extension of the Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate no Default or Event of each Borrower dated as of Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension and after giving effect thereto, except to the extent that as though made on and as of such representations and warranties specifically refer to an earlier datedate (or, in which case they are true and correct in all material respects (provided, that if any such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) expressly stated to have been made as of a specific date, as of such earlier specific date), and except provided that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.017.01 and the representation and warranty contained in Section 6.05(c) shall be deemed to refer to the most recent financial statements furnished pursuant to clause (a) or clause (b) of Section 7.01; (iii) Borrower shall have delivered to Agent a certificate certifying and attaching the resolutions adopted by Borrower approving or consenting to such extension (which such resolutions may be certified in, and (B) no Default exists and (ii)(x) upon attached to, the reasonable request certificate certifying to resolutions of any Revolving Credit Lender made at least 3 days Borrower delivered on or prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Closing Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.054.01(a)(iii)); and (iv) Borrower shall have paid to Agent for the extent necessary account of each Lender in accordance with its Applicable Percentage a fee equal to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of 0.200% times the respective Lenders effective as of such dateAggregate Commitments then in effect.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) the Borrower shall deliver a certificate written notice substantially in the form of each Borrower dated as of the Effective Date Exhibit F in accordance with Section 2.18(a), and signed by a Responsible Officer of such the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension extension, and certifying as to each of clauses (ii)(A), (B) and (yC) below, (ii) in the case of the Company, certifying thatBorrower, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V VI and the each other Loan Documents Document are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datesuch date, except (1) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of such date, and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier datedate except to the extent qualified by materiality, then they shall be true and correct as of such earlier date and except that for purposes of this Section 2.192.18, the representations and warranties contained in subsections (aSection 6.22(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 6.017.01, and (B) no Default exists immediately prior to and after giving effect to any such extension, and (ii)(xC) each of the other conditions precedent to the making of any Loan in Section 4.02 shall be satisfied as of the effective date of any extension, (iii) the Borrower shall have paid to the Administrative Agent, for the benefit of the each Extending Lender, the Extension Fee (which shall be pro-rated if such extension is for less than 364 days) and (iv) (A) upon the reasonable request of any Revolving Credit Lender made at least 3 days five (5) Business Days prior to the Effective Datedate of such extension, the Company 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” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least 2 two (2) days prior to the Effective Date date of such extension and (yB) at least 2 days two (2) Business Days prior to the Effective Datedate of such extension, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, it shall have delivered, to each Revolving Credit Lender Additional Commitment Lender, as applicable, that so requestsrequests at least five (5) Business Days prior to the date of such extension, a Beneficial Ownership Certification in relation to the Borrower at least ten (10) Business Days prior to the date of such Loan Partyextension. In addition, on the Maturity Date of each Non-Extending LenderLender that has not been replaced prior to such Maturity Date, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Initial Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yB) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (Ay) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Initial 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (Bz) no Default exists and exists, (ii)(xii) upon the reasonable request Administrative Agent shall have received, at Borrower’s expense, an Acceptable Borrowing Base Appraisal of any Revolving Credit Lender made at least 3 each Borrowing Base Property dated not more than sixty (60) days prior to the Effective Initial Maturity Date, the Company and (iii) Borrower shall have provided paid to such LenderAdministrative Agent, for the account of each Lender in accordance with its Applicable Percentage, an extension fee equal to the Aggregate Commitments as of the date of, and after giving effect to, such Lender shall be reasonably satisfied withextension, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and times one fifth of one percent (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date0.20%).

Conditions to Effectiveness of Extensions. As Notwithstanding the foregoing, as a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Date effective date of such extension signed by a Responsible Officer of such Borrower Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the CompanyBorrower, certifying that, with respect to all Loan Parties, before and after giving effect to such extension, (AA)(1) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateeffective date of such extension, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, 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 6.012.27, and (B) no Default or Event of Default exists or would be caused by such extension, (2) the Loan Parties are in compliance with all affirmative and negative covenants contained in Articles V and VII and the other Loan Documents in all material respects on and as of the effective date of such extension, (3) the Loan Parties are in compliance with the financial covenants set forth in Article VI (and attaching reasonably detailed calculations of such covenants) as of the effective date of such extension and (ii)(x4) upon no Default or Event of Default has occurred and is continuing as of the reasonable request effective date of any Revolving Credit Lender made at least 3 days prior such extension,, (ii) a confirmation of the extended maturity date and reaffirmation by the Guarantors of their obligations under their guaranty of the Obligations, in form and substance reasonably satisfactory to the Effective DateAdministrative Agent, executed by the Borrower, the Company shall have provided Guarantors and the Administrative Agent (on behalf of the extending Lenders), and (iii) any other documents required pursuant to Section 3.2. As a further condition precedent to such Lender, and such Lender shall be reasonably satisfied withextension, the documentation Borrower shall pay (x) all costs and other information so requested expenses of the Administrative Agent in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date exercise of such extension option and (y) at least 2 days prior upfront fees to be determined by the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation Lenders consenting to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateextension option.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date Notice Date, signed by a Responsible Officer of such Borrower the Borrower, (xi) certifying and attaching the resolutions adopted by such Loan Party Crosstex GP on behalf of the Borrower approving or consenting to such extension Maturity Date Extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) on and as of the Effective Notice 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 (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.14, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Revolving Credit Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date).

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower both Borrowers dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such each Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, 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 (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrowers shall pay to Administrative Agent for the pro rata benefit of the Term A-2 Lenders an extension fee equal to (A) 0.15% (15 basis points) multiplied by (B) the outstanding principal amount of the Term A-2 Loan Facility at the time of extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Maturity Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (yii) in the case of the Company, certifying that, immediately 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Section 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Sections 5.14(b) and 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier datedate or the respective period, as the case may be, and except that for purposes of this Section 2.192.14, 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) the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and (C) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.​ ​

Conditions to Effectiveness of Extensions. As a condition precedent to each such extension, the Company Borrowers shall pay to Administrative Agent for the pro rata benefit of the Revolving Credit Lenders with respect to the Revolving Credit Facility, an extension fee equal to (A) 0.15% (15 basis points) multiplied by (B) the Revolving Credit Commitments of all Revolving Credit Lenders at the time of extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (yii) in the case of the Company, certifying that, immediately 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Section 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Sections 5.14(b) and 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier datedate or the respective period, as the case may be, and except that for purposes of this Section 2.192.14, 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 the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and (ii)(xC) upon the reasonable request no Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateDefault exists.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective applicable Anniversary Date (in sufficient copies for each extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective such Anniversary 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 as of such earlier date (provided, that other than any such materiality qualifier shall not be applicable to any representation or and warranty that is already is qualified or modified by materiality or “Material Adverse Effect” in the text thereof) as of , in which case such earlier daterepresentation and warranty shall be true and correct in all respects), and except that for purposes of this Section 2.192.22, the representations and warranties contained in subsections (a) and (bc) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.015.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Revolving Maturity Date, Existing Term A Maturity Date or Existing Term B Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender, Extending Term A Lender or Extending Term B Lender, as applicable, and each Additional Revolving Commitment Lender, Additional Term A Lender or Additional Term B Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Revolving Maturity Date, Existing Term A Maturity Date or Existing Term B Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections clauses (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 (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective DateDefault shall exist, the Company shall have provided to or would result from 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyproposed extension. In addition, on the Revolving Maturity Date, the Term A Maturity Date of or the Term B Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans, Term A Loans or Term B Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans, Term A Loans or Term B Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders, Term A Lenders or Term B Lenders, as applicable, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of Initial Revolving Loan Maturity Date pursuant to this Section 2.15 shall deliver to the Administrative Agent not be effective unless: (i) a certificate of each Borrower dated as no Default exists on the date of the Effective Date signed by a Responsible Officer request, date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties of the Credit Parties contained in Article V this Credit Agreement and the other Loan Credit Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in on the text thereof) Extension Request Date and on and as of the Effective Date, date of such extension of the Initial Revolving Loan Maturity Date (except to the extent that any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided, except to the extent that any such materiality qualifier shall not be applicable to any representation or and warranty that already is qualified or modified by materiality or reference to a Material Adverse Effect, in the text thereof) which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; (iii) the Administrative Agent shall have received a Compliance Certificate signed by a Responsible Officer of the Borrower (which shall include, and without limitation, calculation of the financial covenants) certifying that the Credit Parties are in compliance on a Pro Forma Basis (Bas of the date of such extension of the Revolving Loan Maturity Date, as applicable) no Default exists and with each financial covenant contained in Section 6.12; (ii)(xiv) upon the reasonable request of any Revolving Credit Lender made at least 3 five (5) days prior to the Effective Dateeffective date of such extension, the Company each Credit Party 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, including, without limitation, the PATRIOT Act, in each case at least 2 five (5) days prior to the Effective Date effective date of such extension and (y) at least 2 five days prior to the Effective Dateeffective date of such extension, any Loan Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Credit Party. In addition; and (v) the Borrower shall pay to the Administrative Agent, on for the Maturity Date pro rata account of each Non-Extending LenderRevolving Lender in accordance with their respective Revolving Commitment Percentages, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant an extension fee equal to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages 0.15% of the respective Lenders effective Aggregate Revolving Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances.

Conditions to Effectiveness of Extensions. As a condition precedent to each such extension, the Company Borrowers shall pay to Administrative Agent for the pro rata benefit of the Revolving Credit Lenders with respect to the Revolving Credit Facility, an extension fee equal to (A) 0.075% (7.5 basis points) multiplied by (B) the Revolving Credit Commitments of all Revolving Credit Lenders at the time of extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (yii) in the case of the Company, certifying that, immediately 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Section 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of SectionSections 5.14(b) and 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier datedate or the respective period, as the case may be, and except that for purposes of this Section 2.192.14, 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) the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and (C) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateexists.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Current Anniversary Date signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, 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 (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or and warranty that already is otherwise qualified or modified by materiality materiality, in the text thereofwhich case such representation and warranty shall be true and correct in all respects) on and as of the Effective Current Anniversary 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay (which prepayment may, notwithstanding any Revolving Credit pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the CompanyBorrower, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 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 or would result from such extension, and (ii)(xC) there has not occurred a material adverse change since the date of the most recently delivered financial statements and (ii)(A) upon the reasonable request of any Revolving Credit Lender made at least 3 ten days prior to the Effective Datedate of such extension, the Company 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” and anti-money-laundering rules and regulations, including, without limitation, including the Act, in each case at least 2 five days prior to the Increase Effective Date and (yB) at least 2 five days prior to the Effective Datedate of such extension, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered, to each Revolving Credit Lender that so requests, deliver a Beneficial Ownership Certification in relation to such Loan PartyCertification. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to each such extension, the Company Borrower shall pay to Administrative Agent for the pro rata benefit of the 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 Maturity Date, and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective then current Maturity Date signed by a Responsible Financial Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s organizational documents) and (yii) in the case of the CompanyBorrower, 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 (providedexpect to the extent such representation and warranties are qualified by materiality, that such materiality qualifier in which case they shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correction in the text thereofall respects) on and as of the Effective 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.21, 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 or Event of Default exists and (ii)(xD) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, each Guarantor provides Administrative Agent with an affirmation 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, including, without limitation, the Actconsent, in each case at least 2 days prior form and substance reasonably acceptable to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateAdministrative Agent.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Current Revolving Maturity Date of any Revolving Lender pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date, the Borrowers shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective applicable Anniversary Date signed by a Responsible Officer of such Borrower (xA) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension extension, and (yB) in the case of the certificate delivered by the Company, certifying that, before and after giving effect to such extension, (A1) no Default exists, and (2) the representations and warranties of the Borrowers contained in Article V and the or any other Loan Documents are Document shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereof) which case they shall be true and correct in all respects), on and as of the Effective Datedate of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereofwhich case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.17(f)(ii)(B)(2), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 6.01and (iii)(A) deliver to the Administrative Agent such Organization Documents and legal opinions as may be reasonably requested by the Administrative Agent or any Lender in connection with such extension, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior provide to the Effective Date, Administrative Agent and the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, Lenders the documentation and other information so reasonably requested in connection with by the Administrative Agent and the Lenders as required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the PATRIOT Act, and (C) in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, if any Loan Party that Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have deliveredRegulation, provide to the Administrative Agent and each Lender, to each Revolving Credit Lender that so requeststhe extent reasonably requested by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateBorrower.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall pay all fees, invoiced expenses and other amounts payable on or prior to the date of such extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the applicable anniversary of the Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of (x) the Borrower contained in Article V and the (y) each Loan Party contained in each other Loan Documents Document are true and correct in all material respects (provided, except that such materiality qualifier shall not be applicable to any representation or warranty all representations and warranties that already is are qualified or modified by materiality are true and correct in the text thereofall respects) on and as of the applicable anniversary of the 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 (provided, or true and correct in all respects for any such representations or warranties that such materiality qualifier shall not be applicable to any representation or warranty that already is are qualified or modified by materiality in the text thereofmateriality) as of such earlier date, and except that for purposes of this Section 2.192.20, 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 (bSection 6.01(a), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyor would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such datedate which amounts, for the avoidance of doubt, may be paid with the proceeds of additional concurrent Borrowings.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of any Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V Section 5 and the other Loan Credit Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension and after giving effect thereto, except that: (1) if a qualifier relating to the extent that materiality or Material Adverse Effect applies, then such representations representation or warranty shall be true and warranties correct in all respects, (2) if any such representation or warranty specifically refer refers to an earlier date, in which case they are then such representation or warranty shall be true and correct in all material respects as of such earlier date (providedexcept that if a qualifier relating to materiality or Material Adverse Effect applies, that then such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereof) all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.192.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (aa)(i) and (bii), respectively, of Section 6.01, and 6.6; and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Company or the UK Borrower, as the case may be, shall prepay any Revolving Credit (US) Loans or Revolving Credit (UK) Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep outstanding Revolving Credit (US) Loans or Revolving Credit (UK) Loans, as applicable, ratable with any revised Applicable Commitment Percentages of the respective Lenders with respect to the Revolving Credit (US) Facility or the Revolving Credit (UK) Facility, as the case may be, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date date of such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datedate of such extension, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers each Borrower shall prepay any Revolving Credit Loans such Borrower’s outstanding Obligations owing to the Non-Extending Lenders on such date in full (and pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Revolving Credit Committed Loans and other appropriate Obligations ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrowers shall pay to Administrative Agent for the pro rata benefit of the Term A-1 Lenders an extension fee equal to (A) 0.15% (15 basis points) multiplied by (B) the outstanding principal amount of the Term A-1 Loan Facility at the time of extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Maturity Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (yii) in the case of the Company, certifying that, immediately 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Section 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Sections 5.14(b) and 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier datedate or the respective period, as the case may be, and except that for purposes of this Section 2.192.14, 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) the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and (C) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateexists.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective applicable Initial Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall be true and correct in all respects) on and as of the Effective such Initial 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 (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall have been true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of such Initial Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Date, the Company shall have provided to Lenders on 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Initial Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, 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 (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (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 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrowers shall pay to Administrative Agent for the pro rata benefit of the Revolving Credit Lenders an extension fee equal to (A) 0.15% (15 basis points) multiplied by (B) the Revolving Credit Commitments of all Revolving Credit Lenders at the time of extension and deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Maturity Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying approving or consenting to such extension (and attaching the resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (yii) in the case of the Company, certifying that, immediately 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Section 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier datedate or period, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Sections 5.14(b) and 5.20 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier datedate or the respective period, as the case may be, and except that for purposes of this Section 2.192.14, 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) the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and (C) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateexists.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower the Borrowers dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such each Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation or and warranty that already is qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, 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 (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation or and warranty that already is qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to be shared among the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, Revolving Lenders based upon their Applicable Percentages of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior Aggregate Revolving Commitments) equal to the Effective Date and product of (x) 0.0625% multiplied by (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each then Aggregate Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyCommitments. In addition, on if requested by the Maturity Date of each Non-Extending LenderAdministrative Agent, the Borrowers and the other Credit Parties shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) have delivered to the extent necessary Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to keep outstanding Revolving Credit Loans ratable the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any revised Applicable Percentages of the respective Lenders effective as of such dateObligations.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyLead Borrower, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.192.14, 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 and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDefault exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, 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 (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (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 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount) equal to the product of such date(x) 0.0625% multiplied by (y) the then Outstanding Amount.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Revolving Credit Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V this Agreement that are qualified by materiality shall be true and correct on and as of the other Loan Documents date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateand, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.15 shall be deemed to refer to the most recent statements furnished delivered pursuant to subsections clauses (a) and (b), respectively, ) of Section 6.01, 7.1); and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Relevant Anniversary Date of each Non-Extending LenderLender that has not been replaced as provided in Section 2.7(d), the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding to it on such date (and pay any additional amounts required pursuant to Section 3.054.9) to the extent necessary to keep such outstanding Revolving Credit Committed Loans ratable with any revised Applicable Revolving Credit Commitment Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.17, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and extension, (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Loan Parties contained in Article V and the each other Loan Documents Document are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datesuch date, except (i) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of such date, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (providedas of such earlier date except to the extent qualified by materiality, that such materiality qualifier then they shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) true and correct as of such earlier date, and except that for purposes of this Section 2.19subsection (f), 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 subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists shall have occurred and be continuing, and (ii)(xiii) (x) upon the reasonable request of any Revolving Credit Lender made at least 3 days five Business Days prior to the Effective Datedate of such extension, the Company 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, including, without limitation, the Act, in each case at least 2 two days prior to the Effective Date date of such extension and (y) at least 2 two days prior to the Effective Datedate of such extension, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsrequests at least five Business Days prior to the date of such extension, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending LenderLender that has not been replaced prior to such Maturity Date, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: 60 13227198v7 27112.00011 (i) a certificate no Default or Event of each Borrower dated as of Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (providedor, that if any such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality or Material Adverse Effect, shall be true and correct in the text thereofall respects) on and as of the Effective Datedate of such extension and after giving effect thereto, as though made on and as of such date, except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case they are such representation or warranty shall have been true and correct in all material respects (providedor, that if any such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality or Material Adverse Effect, shall have been true and correct in the text thereofall respects) on and as of such earlier date, and except that ; (iii) since the later of the date of the financial statements most recently (as of the Notice Date for purposes of this the applicable extension) available under Section 2.19, the representations and warranties contained in subsections (a6.01(a) and or (b) or the date of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant (as of the Notice Date for the applicable extension) current report on Form 8-K filed by the Borrower with the Securities and Exchange Commission, no event, circumstance or development shall have occurred that constitutes, has had or could reasonably be expected to subsections constitute or to have a Material Adverse Effect; (aiv) the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer or treasurer as to the satisfaction of conditions (i)-(iii) immediately above on the date of the applicable extension; and (b), respectively, of Section 6.01, and (Bv) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Replaced Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit repay, nonratably, the Loans ratable with any revised of such Non-Replaced Lenders and the Commitment of such Non-Replaced Lenders shall be terminated. The Applicable Percentages of the respective remaining Lenders effective shall be revised as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Anniversary Date in such Loan Year signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, immediately 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 (provided, that such materiality qualifier shall not be applicable to or in all respects in the case of any representation or and warranty that already is qualified or modified by materiality in the text thereofor Material Adverse Effect) on and as of the Effective DateAnniversary Date in such Loan Year, 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 (provided, that such materiality qualifier shall not be applicable to or in all respects in the case of any representation or and warranty that already is qualified or modified by materiality in the text thereofor Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections clauses (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 (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyor would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, on or prior to the Company Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, (i) the Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each the Parent Borrower dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to keep outstanding be shared among the Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) and the Technical Agent, as applicable, a certificate of each Borrower Loan Party dated as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender or Extending Term Lender, as applicable, and each Additional Revolving Commitment Lender or Additional Term Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections clauses (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 (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective DateDefault shall exist, the Company shall have provided to or would result from 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyproposed extension. In addition, on the Revolving Maturity Date of or the Term Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans or Term Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders or Term Lenders, as applicable, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective applicable Initial Revolving Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall be true and correct in all respects) on and as of such Initial Revolving Maturity Date (other than such representations and warranties which are expressly made only as of the Effective Closing Date, including but not limited to those set forth in Section 5.05(c) and Section 5.22), 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 (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall have been true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of such Initial Revolving Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Date, the Company shall have provided to Revolving Lenders on 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Initial Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender or Extending Term Lender, as applicable, and each Additional Revolving Commitment Lender or Additional Term Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) -75- and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective DateDefault shall exist, the Company shall have provided to or would result from 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyproposed extension. In addition, on the Revolving Maturity Date of or the Term Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans or Term Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders or Term Lenders, as applicable, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.17, 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 and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to such extension, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date effective date of such extension signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Dateeffective date of such extension, 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 (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.5, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (ac) and (b), respectively, of Section 6.016.1, and (B) no Default exists and (ii)(x2) upon with respect to each Mortgaged Property, the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall deliver to the Effective Date, Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company shall have provided to such LenderBorrower and each Loan Party relating thereto), and if a Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), evidence of flood insurance confirming that such Lender shall be reasonably satisfied withinsurance has been obtained with a financially sound and reputable insurer, the documentation in an amount and other information so requested in connection otherwise sufficient to comply with all applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior regulations promulgated pursuant to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyFlood Insurance Laws. In addition, on the Term Loan Maturity Date of each Non-Extending Term Lender, the Borrowers Borrower shall prepay repay any Revolving Credit non-extended Term Loans of such Non-Extending Term Lender outstanding on such date date.” (and pay any additional amounts required pursuant to k) Section 3.053.15(e) of the Credit Agreement is hereby amended by replacing the last proviso of such Section in its entirety with the following: “provided, further, that except to the extent necessary otherwise expressly agreed by the affected parties and subject to keep outstanding Revolving Credit Loans ratable with Section 11.18, no change hereunder from Defaulting Lender to Non- 72906207_8 Defaulting Lender will constitute a waiver or release of any revised Applicable Percentages claim of the respective Lenders effective as of any party hereunder arising from such dateLender’s having been a Defaulting Lender.”

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective then Existing Revolving Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective then Existing Revolving 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the then Existing Revolving Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Date, the Company shall have provided to Revolving Lenders on 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Existing Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.075% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company BorrowerCompany shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Anniversary Date in such Loan Year (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective DateAnniversary Date in such Loan Year, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections clauses (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 (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyor would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers BorrowerBorrowers shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyLead Borrower, 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.192.14, 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 and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDefault exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Current Maturity Date of any Revolving Credit Lender pursuant to this Section 2.20 shall not be effective with respect to any Extending Lender unless, on the applicable Anniversary Date, the Borrowers shall (i) pay any fees agreed to in connection therewith, (ii) deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective applicable Anniversary Date signed by a Responsible Officer of such Borrower (xA) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension extension, and (yB) in the case of the certificate delivered by the Company, certifying that, before and after giving effect to such extension, (A1) no Default exists, and (2) the representations and warranties of the Borrowers contained in Article V and the or any other Loan Documents are Document shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereof) which case they shall be true and correct in all respects), on and as of the Effective Datedate of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that unless already is qualified or modified by materiality or “Material Adverse Effect,” in the text thereofwhich case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.20(f)(ii)(B)(2), the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.09 shall be deemed to refer to the most recent statements furnished pursuant to subsections (aSections 6.01(a) and (b), respectively, of Section 6.01as applicable, and (iii)(A) deliver to the Administrative Agent such organizational documents and customary legal opinions as may be reasonably requested by the Administrative Agent or any Lender in connection with such extension, (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior provide to the Effective Date, Administrative Agent and the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, Lenders the documentation and other information so reasonably requested in connection with by the Administrative Agent and the Lenders as required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the Act, and (C) in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, if any Loan Party that Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have deliveredRegulation, provide to the Administrative Agent and each Lender, to each Revolving Credit Lender that so requeststhe extent reasonably requested by the Administrative Agent or such Lender, a Beneficial Ownership Certification in relation to such Loan PartyBorrower. In addition, on To the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay extent any Revolving Credit Loans outstanding on such date (and pay any additional amounts required extension effected pursuant to this Section 3.052.20 would require (x) any L/C Issuer to make any L/C Credit Extension at any time during the extent necessary extended period implemented pursuant to keep outstanding Revolving such extension, such L/C Issuer shall not be obligated to make any such L/C Credit Extension unless such L/C Issuer shall have consented to such extension effected pursuant to this Section 2.20, and (y) any Swing Line Lender to make any Swing Line Loans ratable with at any revised Applicable Percentages of time during the respective Lenders effective as of extended period implemented pursuant to such dateextension, such Swing Line Lender shall not be obligated to make any such Swing Line Loans unless such Swing Line Lender shall have consented to such extension effected pursuant to this Section 2.20.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Initial Term A-2 Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall be true and correct in all respects) on and as of the Initial Term A-2 Maturity Date (other than thesuch representations and warranties, which are expressly made only as of the Closing Date or the Third Amendment Effective Date, as applicable, including but not limited to those set forth in Section 5.05(c) and Section 5.22, which shall be made only as of the Closing Date), except to the extent that any such representations and warranties representation or warranty specifically refer refers to an earlier date, in which case they are such representation or warranty was true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any except in the case of a representation or warranty that already is qualified or modified by materiality or Material Adverse Effect or similar language, in the text thereofwhich case such representation or warranty shall have been true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.192.15, 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 6.016.01 and (2) as of the Initial Term A-2 Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days Borrower shall pay to the Term A-2 Lenders on or prior to the Effective Date, the Company 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, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Initial Term A-2 Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Term A-2 Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount of such datethe Term A-2 Loans) equal to the product of (x) 0.125% multiplied by (y) the then Outstanding Amount of the Term A-2 Loans.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Initial Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower Loan Party (xA) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yB) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (Ay) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Initial 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 (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (Bz) no Default exists and exists, (ii)(xii) upon the reasonable request Administrative Agent shall have received, at Borrower’s expense, an Acceptable Borrowing Base Appraisal of any Revolving Credit Lender made at least 3 each Borrowing Base Property dated not more than sixty (60) days prior to the Effective Initial Maturity Date, the Company and (iii) Borrower shall have provided paid to such LenderAdministrative Agent, and such for the account of each Lender shall be reasonably satisfied within accordance with its Applicable Percentage, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior an extension fee equal to the Effective Date and Aggregate Commitments times one half of one percent (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date0.50%).