Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. 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 the 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 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 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (ai) 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 Administrative Agent shall have occurred and be continuing on such date received (A) a certificate of the Company dated as of the Extension Date signed by a Responsible Officer of the Company certifying that, before and after giving effect to the Extended Expiration Date; such extension, (c1) the representations and warranties of each the Loan Party set forth in Section 6 [Representations and Warranties] (other than the representations and warranties Parties contained in the first sentence of Section 6.1.6 [Litigation], the last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be are true and correct in all material respects on and as of the date of such extension with the same effect Extension Date as though such representations and warranties had been if 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, as of such specific date), and except that, for purposes of this Section, the representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties contained in Section 6.04 shall be true and correct on and as of deemed to refer to the specific dates or times referred most recent statements furnished pursuant to thereinSection 7.01(a), and (2) no Default 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 (C) such other information or documentation as the Loan Parties shall have performed and complied with all covenants and conditions hereofAdministrative Agent may reasonably request; and (dii) on or before the Extension Date, (1) the Administrative Agent Borrowers shall have received a certificate from paid in full the Borrower signed by an authorized officer principal of and interest on all of the Borrower (A) certifying the accuracy of the foregoing clauses (i) Loans made by each Non-Extending Lender to them hereunder and (ii2) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting Borrowers shall have paid in full all other amounts owing to such extensionNon-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Company shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and Borrower dated as of the date Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties such Borrower approving or consenting to such extension and (ii) 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 on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.01(m) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay 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 Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], 5 and Section 6.1.19 [Environmental Matters]) and in the other Loan Credit Documents shall be are true and correct in all material respects on and as of the date of such extension with the same and after giving effect as though thereto, except that: (1) if a qualifier relating to materiality or Material Adverse Effect applies, then 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 representation or time, which representations and warranties warranty shall be true and correct on in all respects, (2) if any such representation or warranty specifically refers to an earlier date, then such representation or warranty shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be true and correct in all respects as of such earlier date) and (3) for purposes of this Section 2.13, the specific dates or times referred representations and warranties contained in Section 5.9 shall be deemed to thereinrefer to the most recent statements furnished pursuant to clauses (a)(i) and (ii), and the Loan Parties shall have performed and complied with all covenants and conditions hereofrespectively, of Section 6.6; and (diii) on the Administrative Agent shall have received a certificate from Maturity Date of each Non-Extending Lender, the Borrower signed by an authorized officer shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages of the Borrower (A) certifying the accuracy respective Lenders effective as of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Expiration Date may occur unless and untilpursuant to this Section shall only be effective if: (ai) 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 Lenderseach Lender has consented to such extension; (bii) no Default or Event as of Default shall have occurred and be continuing on the date of such date extension, and after giving effect to thereto, the Extended Expiration Date; (c) the representations and representations, warranties of each the Borrower and the other 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], and Section 6.1.19 [Environmental Matters]) Parties herein and in the other Loan Documents shall be true on and correct in all material respects (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and correct), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 6.4 [Financial Statements] shall be deemed to refer to the most recent statements furnished pursuant to Section 8.10 [Reporting Requirements] (and the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the date of such extension); (iii) no Event of Default or Potential Default shall have occurred and be continuing on the date of such extension with the same and after giving 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; andthereto; (div) the Administrative Agent Borrower shall have received deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a certificate from the Borrower signed by an authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Parties approving or consenting to Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension; (v) if such extension is being effectuated in accordance with the last paragraph of Section 12.1 [Modifications, Amendments or Waivers] pursuant to which the terms of such extended Loans or Commitments are being amended, an amendment entered into by the parties required by such provision shall have become effective.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Company shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and Borrower dated as of the date Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties such Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower shall prepay 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 Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, an extension of the Commitment Termination Date may occur unless and untilpursuant to this Section 2.13 shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the Extension Effective Date of such date and after giving effect to the Extended Expiration Dateextension; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and correct in the other Loan Documents shall be true all material respects on and as of the date Extension Effective Date (or (A) if any such representation or warranty is expressly stated to have been made as of a specific date, as of such extension with specific date, (B) in the same effect as though case of Section 5.05(a), such representations and warranties had shall be deemed to refer to the most recent financial statements furnished by AHL hereunder, (C) in the case of Section 5.05(b), such representations and warranties shall be deemed to refer to the most recent audited statements furnished by AHL hereunder, (D) in the case of Section 5.06, such representations and warranties shall except any matter which has theretofore been made on disclosed in writing by AHL to the Administrative Agent (which will make the same available to each Lender) and as (E) in the case of such date (except those representations and warranties which expressly relate solely to an earlier date are qualified by materiality or timeMaterial Adverse Effect, which such representations and warranties shall be true and correct on and as in all respects); (iii) the aggregate amount of the specific dates or times referred Commitments of all Extending Lenders and Additional Extension Lenders shall be greater than 50% of the Aggregate Commitments then in effect immediately prior to therein), and the Loan Parties shall have performed and complied with all covenants and conditions hereofExtension Effective Date; and (div) 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting such other documentation related to such extensionextension as it shall reasonably request.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Company shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and dated as of the date Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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 Party (i) and (ii) and (B) certifying and attaching the resolutions adopted by the such Loan Parties Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay the 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 Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and dated as of the date Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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 Party (i) and (ii) and (B) certifying and attaching the resolutions adopted by the such Loan Parties Party approving or consenting to such extension and (ii) in the case of the 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 on and as of the Applicable 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 as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 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 Event of 25516427 -48- Default exists, including for the avoidance of doubt, an Event of Default arising from the Borrower’s failure to be in compliance with Section 7.04(b). In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay 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 Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Company shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate of each Loan Credit 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 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 be true on and dated as of the date Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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 Credit Party (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties such Credit Party approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 6 and the other Credit Documents are true and correct in all material respects on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.09, the representations and warranties contained in Section 6.07 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 7.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Commitment of such Lender shall terminate, any accrued Obligations of such Lender shall be prepaid and each Extending Lender’s and Additional Commitment Lender’s Applicable Percentage of the Total Outstandings shall be automatically adjusted as necessary to keep the Total Outstandings ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Termination Date may occur pursuant to this Section 2.6.6 shall not be effective with respect to any Bank (unless and untilotherwise agreed by such Bank) unless: (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 Unmatured Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cb) 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]this Agreement are true and correct in all material respects (except, the last sentence of Section 6.1.8 [Historical Statements; No if a qualifier relating to materiality, Material Adverse Change]Effect or a similar concept applies to any representation or warranty, and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if any such representation or warranty is expressly relate solely stated to an earlier date or time, which representations and warranties shall be true and correct on and have been made as of a specific date, as of such specific date); (c) since the specific dates date of the financial statements most recently delivered to the Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or times referred financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2024 to thereinthe Effective Date pursuant to Section 13 of 201174747_5 the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), and the Loan Parties shall have performed and complied with all covenants and conditions hereof; and (d) on the Administrative Agent Termination Date of each Non-Extending Bank, the Company shall have received a certificate from repay to each such Non-Extending Bank any Loans at the Borrower signed by an authorized officer of the Borrower time owing to it (A) certifying the accuracy of the foregoing clauses (iand pay any additional amounts required pursuant to Section 3.4) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionNon-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower dated as of the date of such extension (in sufficient copies for each Extending Lender and until: (a) the Extending Lenders and the each Additional Commitment Lenders who have complied with Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the preceding subsection resolutions adopted by such Borrower approving or consenting to such extension and (ivii) in the case of this Section 2.12the Company, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article VI and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be are true and correct in all material respects on and as of the date of such extension with extension, except to the same effect as though extent that such representations and warranties had been made on specifically refer to an earlier date, in which case they are true and correct in all material respects as of such date (earlier date, and except that for purposes of this Section 2.15, the 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 contained in subsections (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 (ia) and (iib) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) certifying no Default exists. In addition, on the Maturity Date of each Non-Extending Lender, each Borrower shall prepay such Borrower’s outstanding Obligations owing to the Non-Extending Lenders on such date in full (and attaching pay any additional amounts required pursuant to Section 3.05) and shall make such other payments to the resolutions adopted by other Lenders to the Loan Parties approving or consenting extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Pro Rata Shares of the respective Lenders effective as of such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such extension signed by an Authorized Officer of such Loan Party (a) certifying and attaching the Extending Lenders resolutions adopted by such Loan Party approving or consenting to such extension 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 in the case of Default shall have occurred and be continuing on such date the Borrower, certifying that, before and after giving effect to the Extended Expiration Date; such extension, (ci) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], 6 and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such extension with extension, except to the same effect as though extent that such representations and warranties had been made on specifically refer to an earlier date, in which case they are true and correct in all material respects as of such date (earlier date, and except that for purposes of this Section 2.13, the 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 contained in subsections (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 (ia) and (b) of Section 6.1.7 shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.3.1 and 8.3.2, respectively, (ii) no Default or Event of Default exists and is continuing and (Biii) certifying the Borrower and attaching its Subsidiaries are in compliance on a pro forma basis with each of the resolutions adopted 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 Maturity Date, (1) the Borrower shall have paid in full the principal of and interest on all of the Revolving Credit Loans made by each Non-Extending Lender to the Loan Parties approving or consenting Borrower hereunder and (2) the Borrower shall have paid in full all other amounts owing to such extensionNon-Extending Lender hereunder.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to any such extension, the Borrowers shall pay to Administrative Agent for the pro rata benefit of the Revolving Credit Lenders an extension fee equal to (aA) 0.15% (15 basis points) multiplied by (B) the Extending Revolving Credit Commitments of all Revolving Credit Lenders at the time of extension and deliver to the Additional Commitment Lenders who have complied with Administrative Agent a certificate of each Loan Party dated as of the preceding subsection Maturity Date signed by a Responsible Officer of such Loan Party (ivi) approving or consenting to such extension (and attaching resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (ii) in the case of this Section 2.12the Company, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date immediately before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be are true and correct in all material respects (or, in the case of the representations and warranties in Section 5.20 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such extension with Existing Maturity Date, except to the same effect as though extent that such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely specifically refer to an earlier date or timeperiod, in which case they were true and correct in all material respects (or, in the case of Sections 5.14(b) and 5.20 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or the respective period, as the case may be, and except that for purposes of this Section 2.14, the 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 contained in subsections (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 (ia) and (iib) 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, (B) certifying the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension(C) no Default exists.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to such extension, (ai) 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and dated as of the date Initial Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer 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 Party (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the such Loan Parties Party approving or consenting to such extension and (B) in the case of Borrower, certifying that, before and after giving effect to such extension, (y) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (z) no Default exists, (ii) Administrative Agent shall have received, at Borrower’s expense, an Acceptable Borrowing Base Appraisal of each Borrowing Base Property dated not more than sixty (60) days prior to the Initial Maturity Date, and (iii) Borrower shall have paid to Administrative 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 extension, times one fifth of one percent (0.20%).

Conditions to Effectiveness of Extensions. No Extension Effective As a condition precedent to the effectiveness of any extension of the Maturity Date may occur unless pursuant to this Section, the Borrower shall deliver to the Administrative Agent a certificate dated as of the effective date of such extension (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and until: attaching the resolutions adopted by the Borrower approving or consenting to such extension and (aii) the Extending Lenders and the Additional Commitment Lenders who have complied with the preceding subsection (iv) of this Section 2.12certifying that, when combined, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall 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 that are qualified by materiality shall be true and correct on and as of the specific dates 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 effective date of such extension, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided, that such materiality qualifier shall not be applicable to any representation or times referred to thereinwarranty that already is qualified or modified by materiality in the text thereof), and except that for purposes of this Section 2.12, the Loan Parties shall have performed representations and complied with all covenants and conditions hereof; and warranties contained in subsections (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 (ia) and (iib) of Section 5.05 shall, after the first delivery of financial statements pursuant to clauses (a) and (b), respectively, of Section 6.01, be deemed to refer to the most recent financial statements so delivered, and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionno Event of Default exists.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Maturity Date may occur unless and untilpursuant to this Section 2.17 shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date Extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and correct in the other Loan Documents shall be true all material respects on and as of the date of such extension with the same Extension and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if such representation or warranty is expressly relate solely stated to an earlier date or time, which representations and warranties shall be true and correct on and have been made as of a specific date, as of such specific date); (iii) on or before the specific dates or times referred to therein)Existing Maturity Date, and (1) the Loan Parties Borrower shall have performed paid in full the principal of and complied with accrued interest and fees on all covenants of the Loans and conditions hereofCommitments made by each Non-Extending Lender to the Borrower hereunder and (2) the Borrower shall have paid in full all other amounts owing to such Non-Extending Lender hereunder; and (div) the Administrative Agent Required Lenders and each Swing Line Lender and L/C Issuer shall have received a certificate from agreed to extend the Borrower signed by an authorized officer Maturity Date of the Borrower their Commitments pursuant to clause (Ab) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionabove.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, each extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and correct in the other Loan Documents shall be true all material respects on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that the 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 contained in subsections (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 (ia) and (iib) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (Bb), respectively, of Section 7.01 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 the Loan Parties Borrower approving or consenting to such extensionextension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)); and (iv) Borrower shall have paid to Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to 0.200% times the Aggregate Commitments then in effect.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, each extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and correct in the other Loan Documents shall be true all material respects on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that the 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 contained in subsections (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 (ia) and (iib) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (Bb), respectively, of Section 7.01 and the representation and warranty contained in Section 6.05 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 the Loan Parties Borrower approving or consenting to such extensionextension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower delivered on or prior to the Effective Date pursuant to Section 4.01(a)(iii)); (iv) Borrower shall have delivered to Agent, at Borrower’s expense, appraisals meeting the Appraisal Requirements for each Borrowing Base Property in order for the Agent to confirm a Total Collateral Value of not less than $100,000,000; and (v) Borrower shall have paid to Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to 0.350% times the Aggregate Commitments then in effect.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) Administrative Agent a certificate of 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 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 be true on and Borrowers dated 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 applicable Anniversary Date signed by a Responsible Officer 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 Borrowers (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties Borrowers approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if already qualified as to materiality, in all respects) on and as of 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 (or, if already qualified as to materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b) of Section 6.01, as applicable, and (B) no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Termination Date may occur pursuant to this Section 2.6.6 shall not be effective with respect to any Bank (unless and untilotherwise agreed by such Bank) unless: (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 Unmatured Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cb) 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]this Agreement are true and correct in all material respects (except, the last sentence of Section 6.1.8 [Historical Statements; No if a qualifier relating to materiality, Material Adverse Change]Effect or a similar concept applies to any representation or warranty, and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same and after #184122093_7 giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if any such representation or warranty is expressly relate solely stated to an earlier date or time, which representations and warranties shall be true and correct on and have been made as of a specific date, as of such specific date); (c) since the specific dates date of the financial statements most recently delivered to the Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or times referred financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2023 to thereinthe Effective Date pursuant to Section 13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), and the Loan Parties shall have performed and complied with all covenants and conditions hereof; and (d) on the Administrative Agent Termination Date of each Non-Extending Bank, the Company shall have received a certificate from repay to each such Non-Extending Bank any Loans at the Borrower signed by an authorized officer of the Borrower time owing to it (A) certifying the accuracy of the foregoing clauses (iand pay any additional amounts required pursuant to Section 3.4) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionNon-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, each extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be true correct on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that the representations and warranties which expressly relate solely to an earlier date or time, which representations contained in subsections (a) and warranties (b) of Section 5.05 shall be true deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and correct on and as of the specific dates or times referred to therein(b), respectively, of Section 6.01 and the Loan Parties representation and warranty contained in Section 5.05(c) shall be deemed to refer to the most recent financial statements furnished pursuant to clause (a) or clause (b) of Section 6.01, whichever is most recent; (iii) the Borrower shall have performed and complied with all covenants and conditions hereof; and (d) delivered to 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties Borrower approving or consenting to such extensionextension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of the Borrower delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)); and (iv) on the applicable Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Termination Date may occur pursuant to this Section 2.6.6 shall not be effective with respect to any Bank (unless and untilotherwise agreed by such Bank) unless: (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 Unmatured Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cb) 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]this Agreement are true and correct in all material respects (except, the last sentence of Section 6.1.8 [Historical Statements; No if a qualifier relating to materiality, Material Adverse Change]Effect or a similar concept applies to any representation or warranty, and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if any such representation or warranty is expressly relate solely stated to an earlier date or time, which representations and warranties shall be true and correct on and have been made as of a specific date, as of such specific date); (c) since the specific dates date of the financial statements most recently delivered to the Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or times referred financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2021 to thereinthe Effective Date pursuant to Section 13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), and the Loan Parties shall have performed and complied with all covenants and conditions hereof; and (d) on the Administrative Agent Termination Date of each Non-Extending Bank, the Company shall have received a certificate from repay to each such Non-Extending Bank any Loans at the Borrower signed by an authorized officer of the Borrower time owing to it (A) certifying the accuracy of the foregoing clauses (iand pay any additional amounts required pursuant to Section 3.4) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionNon-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. No Extension Effective As a condition precedent to such extension, the BorrowerCompany shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Anniversary Date may occur unless in such Loan Year (in sufficient copies for each Extending Lender and until: (a) the Extending Lenders and the each Additional Commitment Lenders who have complied with Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the preceding subsection resolutions adopted by such Loan Party approving or consenting to such extension and (ivii) in the case of this Section 2.12the Borrower, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall 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 are true and correct on and as of the specific dates or times referred Anniversary Date in such Loan Year, except to therein)the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the Loan Parties shall have performed representations 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 warranties contained in clauses (ia) and (iib) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) certifying no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the BorrowerBorrowers shall prepay any Committed Loans outstanding on such date (and attaching pay any additional amounts required pursuant to Section 3.05) to the resolutions adopted by extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the Loan Parties approving or consenting to respective Lenders effective as of such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Final Maturity Date may occur unless and untilpursuant to this Section 2.20 shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and immediately after giving effect to the Extended Expiration Datethereto; (cii) the representations and warranties each 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], and Section 6.1.19 [Environmental Matters]) this Agreement and in each of the other Loan Documents shall be is true and correct on and as of the date of such extension with the same after giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if any such representation or warranty is expressly relate solely stated to an earlier date or timehave been made as of a specific date, which representations and warranties as of such specific date); and (iii) if any Loans shall be true and correct outstanding on and as the date of replacement of any Non-Extending Lender, the Borrower shall borrow from each of the specific dates or times referred to thereinExtending Lenders and each of the Additional Lenders (collectively, the “Continuing Lenders”), and the Loan Parties Continuing Lenders 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 make Loans to the Borrower (Awith Interest Period(s) certifying ending on the accuracy date(s) of any then outstanding Interest Period(s)), and (notwithstanding the provisions of Section 2.02 and Section 2.10 that borrowings and prepayments be made ratably in accordance with the principal amounts of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted Loans held by the Loan Parties approving or consenting Lenders) the Borrower shall repay in full the principal and interest on all of the Loans made by such Non-Extending Lender to the Borrower hereunder, together with any other amounts payable hereunder to such extensionNon-Extending Lender, so that after giving effect to such Loans and prepayments, the Loans (and Interest Period(s) of Loan(s)) shall be held by the Continuing Lenders ratably in accordance with the respective amounts of their Commitments (as modified on the date of such replacement).

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Maturity Date may occur unless and untilpursuant to this Section shall not be effective with respect to any Lender unless: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], this Agreement are true and Section 6.1.19 [Environmental Matters]) and correct in the other Loan Documents shall be true all material respects on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), provided that the 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 contained in subsections (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 (ia) and (iib) of Section 6.05 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (Bb), respectively, of Section 7.01; (iii) Borrower shall have delivered to Agent a certificate certifying and attaching the resolutions adopted by the Loan Parties Borrower and Guarantors approving or consenting to such extension (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of Borrower and Guarantors delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)); and (iv) Borrower shall have paid to Agent for the account of each Lender in accordance with its Applicable Percentage a fee equal to 0.350% times the Outstanding Amount as of the date of such extension.

Conditions to Effectiveness of Extensions. No Extension Effective As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Anniversary Date may occur unless in such Loan Year (in sufficient copies for each Extending Lender and until: (a) the Extending Lenders and the each Additional Commitment Lenders who have complied with Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the preceding subsection resolutions adopted by such Loan Party approving or consenting to such extension and (ivii) in the case of this Section 2.12the Borrower, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall 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 are true and correct on and as of the specific dates or times referred Anniversary Date in such Loan Year, except to therein)the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the Loan Parties shall have performed representations 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 warranties contained in clauses (ia) and (iib) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (B) certifying no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and attaching pay any additional amounts required pursuant to Section 3.05) to the resolutions adopted by extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the Loan Parties approving or consenting to respective Lenders effective as of such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective The extension of the Maturity Date may occur unless and untilpursuant to this Section 2.17 is subject to the following conditions precedent: (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; (bi) no Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cii) the representations and warranties of each Loan Party set forth in Section 6 [Representations and Warranties] (other than the representations and warranties Borrower contained in the first sentence of Section 6.1.6 [Litigation], the 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 Article V shall be true and correct in all material respects on and as of the date of such extension with and after giving effect thereto, except (A) that the same effect as though such representations and warranties had been made in Sections 5.05(c) and 5.06 that are qualified by reference to “Public Filings” shall be qualified by reference to the Borrower’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Qs and as Current Reports on Form 8-K filed since the last day of such date the Borrower’s most recently completed fiscal year, (except B) the representations and warranties which expressly relate solely to an earlier date or time, which representations contained in subsections (a) and warranties (b) of Section 5.05 shall be true deemed to refer to the most recent statements furnished pursuant to subsections (a) and correct on (b), respectively, of Section 6.01 and as (C) that the representation and warranty contained in subsection (c) of Section 5.05 shall refer to the last day of the specific dates or times referred to therein)Borrower’s most recently completed fiscal year rather than May 30, and the Loan Parties shall have performed and complied with all covenants and conditions hereof2021; and (diii) receipt by the Administrative Agent shall have received of such certificates of resolutions or other action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to act as a certificate from the Borrower signed by an authorized officer Responsible Officer on behalf of the Borrower (A) certifying in connection with such extension, along with such documents and certifications as the accuracy Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed and that the Borrower is validly existing, and in good standing in its jurisdiction of organization, including certified copies of the foregoing clauses (i) Borrower’s Organization Documents and (ii) and (B) certifying and attaching a certificate of good standing from the resolutions adopted by the Loan Parties approving or consenting to such extension.Borrower’s jurisdiction of organization. AMERICAS/2021298575.5

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to each extension of the Revolving Maturity Date, (ai) 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) Administrative Agent a certificate of 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 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 be true on and Borrower dated 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 then Existing Revolving Maturity Date signed by an authorized officer of the Borrower a Responsible Officer (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (Bx) certifying and attaching the resolutions adopted by each of the Loan Credit Parties approving or consenting to such extension and (y) certifying that (1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (except to the extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the then Existing Revolving Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, 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 (2) as of the then Existing Revolving Maturity Date, and immediately after giving effect to such extension, no Default exists and (ii) the Borrower shall pay to the Revolving Lenders on such Existing Revolving Maturity Date a fee (to be shared among the Revolving Lenders based upon their Applicable Percentages of the Aggregate Revolving Commitments) equal to the product of (x) 0.075% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. No Extension Effective As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Anniversary Date may occur unless in such Loan Year (in sufficient copies for each Extending Lender and until: (a) the Extending Lenders and the each Additional Commitment Lenders who have complied with Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the preceding subsection resolutions adopted by such Loan Party approving or consenting to such extension and (ivii) in the case of this Section 2.12the Borrower, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall 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 are true and correct on and as of the specific dates or times referred Anniversary Date in such Loan Year, except to therein)the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the Loan Parties shall have performed representations 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 warranties contained in clauses (ia) and (iib) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) certifying no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and attaching pay any additional amounts required pursuant to Section 3.05) to the resolutions adopted by extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the Loan Parties approving or consenting to respective Lenders effective as of such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date may occur unless (in sufficient copies for each Extending Lender and until: (a) the Extending Lenders and the each Additional Commitment Lenders who have complied with Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the preceding subsection resolutions adopted by such Loan Party approving or consenting to such extension and (ivii) in the case of this Section 2.12the Borrower, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall 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 are true and correct on and as of the specific dates or times referred Existing Maturity Date, except to therein)the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the Loan Parties shall have performed representations and complied with all covenants and conditions hereof; and warranties contained in subsections (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 (ia) and (iib) 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) certifying no Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay any Committed Loans outstanding on such date (and attaching pay any additional amounts required pursuant to Section 3.05) to the resolutions adopted by extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the Loan Parties approving or consenting to respective Lenders effective as of such extensiondate.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the 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 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 be true on and Administrative Agent a certificate dated as of the date of such extension with the same effect as though such representations Existing Maturity Date (in sufficient copies for each Extending Lender 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 (deach Additional Commitment Lender) the Administrative Agent shall have received a certificate from the Borrower signed by an authorized officer a Responsible Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrower shall prepay 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 Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. No Extension Effective Notwithstanding the foregoing, the extension of the Termination Date may occur pursuant to this Section 2.6.6 shall not be effective with respect to any Bank (unless and untilotherwise agreed by such Bank) unless: (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 Unmatured Default or Event of Default shall have occurred and be continuing on the date of such date extension and after giving effect to the Extended Expiration Datethereto; (cb) 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]this Agreement are true and correct in all material respects (except, the last sentence of Section 6.1.8 [Historical Statements; No if a qualifier relating to materiality, Material Adverse Change]Effect or a similar concept applies to any representation or warranty, and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same and after giving effect thereto, as though such representations and warranties had been made on and as of such date (except representations and warranties which or, if any such representation or warranty is expressly relate solely stated to an earlier date or time, which representations and warranties shall be true and correct on and have been made as of a specific date, as of such specific date); (c) since the specific dates date of the financial statements most recently delivered to the Administrative Agent in accordance with Section 6.1.1, there has not occurred a material adverse change in the business, assets, liabilities, operations or times referred financial condition of the Company and its Subsidiaries taken as a whole, except events or circumstances disclosed in reports filed by the Company during the period from May 31, 2024 to thereinthe Effective Date pursuant to Section 13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Banks prior to the date hereof (including by posting on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇), ; and the Loan Parties shall have performed and complied with all covenants and conditions hereof; and201380721_5 (d) on the Administrative Agent Termination Date of each Non-Extending Bank, the Company shall have received a certificate from repay to each such Non-Extending Bank any Loans at the Borrower signed by an authorized officer of the Borrower time owing to it (A) certifying the accuracy of the foregoing clauses (iand pay any additional amounts required pursuant to Section 3.4) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties approving or consenting to such extensionNon-Extending Bank’s Commitments shall be terminated.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to any such extension, the Borrowers shall pay to Administrative Agent for the pro rata benefit of the Term A-1 Lenders an extension fee equal to (aA) 0.15% (15 basis points) multiplied by (B) the Extending Lenders outstanding principal amount of the Term A-1 Loan Facility at the time of extension and deliver to the Additional Commitment Lenders who have complied with Administrative Agent a certificate of each Loan Party dated as of the preceding subsection Maturity Date signed by a Responsible Officer of such Loan Party (ivi) approving or consenting to such extension (and attaching resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (ii) in the case of this Section 2.12the Company, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date immediately before and after giving effect to the Extended Expiration Date; such extension, (cA) the representations and warranties ​ ​ contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of each Loan Party set forth the representations and warranties in Section 6 [Representations 5.20 or any representation and Warranties] warranty that is qualified by materiality, in all respects) on and as of the Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date or period, in which case they were true and correct in all material respects (other than or, in the case of Sections 5.14(b) and 5.20 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or the respective period, as the case may be, and except that for purposes of this Section 2.14, the representations and warranties contained in the first sentence of Section 6.1.6 [Litigation], the 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 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 subsections (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 (ia) and (iib) 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, (B) certifying the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension(C) no Default exists.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to such extension, (ai) 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 Parent Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) Administrative Agent a certificate of 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 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 be true on and Parent Borrower dated 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 Initial Revolving Maturity Date signed by an authorized officer of the Borrower a Responsible Officer (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (Bx) certifying and attaching the resolutions adopted by each of the Loan Credit Parties approving or consenting to such extension and (y) certifying that (1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects on and as of the Initial Revolving Maturity Date (other than the representation in 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 were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, 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 (2) as of the Initial Revolving Maturity Date, and immediately after giving effect to such extension, no Default exists and (ii) the Borrowers shall pay to the Revolving Lenders on the Initial Revolving Maturity Date a fee (to be shared among the Revolving Lenders based upon their Applicable Percentages of the Aggregate Revolving Commitments) equal to the product of (x) 0.15% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: As a condition precedent to any such extension, the Borrowers shall pay to Administrative Agent for the pro rata benefit of the Term A-2 Lenders an extension fee equal to (aA) 0.15% (15 basis points) multiplied by (B) the Extending Lenders outstanding principal amount of the Term A-2 Loan Facility at the time of extension and deliver to the Additional Commitment Lenders who have complied with Administrative Agent a certificate of each Loan Party dated as of the preceding subsection Maturity Date signed by a Responsible Officer of such Loan Party (ivi) approving or consenting to such extension (and attaching resolutions adopted by such Loan Party approving or consenting to such extension to the extent required under such Loan Party’s Organization Documents) and (ii) in the case of this Section 2.12the Company, when combinedcertifying that, comprise Required Lenders; (b) no Default or Event of Default shall have occurred and be continuing on such date immediately before and after giving effect to the Extended Expiration Date; such extension, (cA) 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 last sentence of Section 6.1.8 [Historical Statements; No Material Adverse Change], Article V and Section 6.1.19 [Environmental Matters]) and in the other Loan Documents shall be are true and correct in all material respects (or, in the case of the representations and warranties in Section 5.20 or any representation and warranty that is qualified by materiality, in all respects) on and as of the date of such extension with Existing Maturity Date, except to the same effect as though extent that such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely specifically refer to an earlier date or timeperiod, in which case they were true and correct in all material respects (or, in the case of Sections 5.14(b) and 5.20 or any representation and warranty that is qualified by materiality, in all respects) as of such earlier date or the respective period, as the case may be, and except that for purposes of this Section 2.14, the 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 contained in subsections (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 (ia) and (iib) 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, (B) certifying the Borrowers are in compliance with all of the financial covenants set forth in Section 7.09, and attaching the resolutions adopted by the Loan Parties approving or consenting to such extension.(C) no Default exists. ​ ​

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Borrower shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) Administrative Agent a certificate of 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 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 be true on and Borrower dated 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 Existing Term A-4 Maturity Date (except representations and warranties which expressly relate solely in sufficient copies for each Incremental Term A-4 Lender that has agreed to extend their Incremental Term A-4 Maturity Date (each, 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“Extending Term A-4 Lender”) the Administrative Agent shall have received a certificate from the Borrower signed by an authorized officer a Responsible Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 5 of the Credit Agreement and the other Loan Documents are true and correct on and as of the Existing Term A-4 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 as of such earlier date, and except that for purposes of this Section 1(d), the representations and warranties contained in subsection 5.1 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsection 7.1(a) and (b), respectively, and (B) no Default or Event of Default exists or would result therefrom. In addition, on the Incremental Term A-4 Maturity Date of each Non-Extending Term A-4 Lender, the Borrower shall prepay any Incremental Term A-4 Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.10).

Conditions to Effectiveness of Extensions. No Extension Effective Date may occur unless and until: (a) As a condition precedent to such extension, 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 Company shall have occurred and be continuing on such date and after giving effect deliver to the Extended Expiration Date; (c) the representations and warranties Administrative Agent a certificate 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 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 be true on and Borrower dated as of the date Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer 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) and (ii) and (B) certifying and attaching the resolutions adopted by the Loan Parties such Borrower approving or consenting to such extension and (ii) 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 on and as of the 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 as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Section 5.01(m) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages of the respective Revolving Lenders effective as of such date.