Common use of Conditions to Effectiveness of Extension Clause in Contracts

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to 0.075% on the amount of the Aggregate Revolving Commitments at the time of each such extension.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Existing Maturity Date or Applicable Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the applicable Existing Revolving Maturity Date or the Applicable Extended Revolving Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to (A) if the extension relates to Revolving Loans, 0.075% on the amount of the Aggregate Revolving Commitments at the time of each such extension or (B) if the extension relates to Term Loan A-1 or Term Loan A-2, 0.15% on the principal amount of the then outstanding Term Loan A-1 and Term Loan A-2, as applicable, at the time of such extension.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to 0.075% on the amount of the Aggregate Revolving Commitments at the time of each such extension.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to 0.075% on the principal amount of the Aggregate Revolving Commitments then outstanding Term Loan A-1 Loan at the time of each such extension.

Conditions to Effectiveness of Extension. As a condition precedent Subject to the provisions of the foregoing clause (a), the extension of the Maturity Date pursuant to this Section shall not be effective with respect to any such extension, the Borrower shall Lender unless: (i) deliver to no Default or Event of Default has occurred and is continuing on the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Extension Effective Date, as applicable, signed by a Responsible Officer of such Loan Party ; (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (xii) the representations and warranties contained in Article VI Section 4 and the other Loan Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Extension Effective Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.01, and 7.1; (yiii) Administrative Agent shall have received a Borrowing Base Certificate as of the Extension Effective Date; (iv) no Default exists material adverse change in the financial condition of the Borrower and its Subsidiaries, or any Guarantor and its Subsidiaries, taken as a whole, shall have occurred prior to or on the Extension Effective Date; and (iiv) the Borrowers shall pay a fee to the Administrative Agent, Agent (for the pro rata benefit of the applicable Lenders, equal to 0.075% ) on the amount Extension Effective Date a fee (to be shared among and paid to the Lenders based upon their Revolving Commitment Percentages of the Aggregate Revolving Commitments at Commitments) equal to the time product of each such extension(i) 0.15% multiplied by (ii) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extension. As a condition precedent Subject to the provisions of the foregoing clause (a), the extension of the Revolving Maturity Date pursuant to this Section shall not be effective with respect to any such extension, the Borrower shall Revolving Lender unless: (i) deliver to no Default or Event of Default has occurred and is continuing on the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity subject Extension Effective Date, as applicable, signed by a Responsible Officer of such Loan Party ; (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (xii) the representations and warranties contained in Article VI Section 4 and the other Loan Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity subject Extension Effective Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.017.1; (iii) for the second six (6) month extension, and the initial six (y6) no Default exists and month extension shall have been validly exercised; (iiiv) Administrative Agent shall have received a pro forma Compliance Certificate as of the subject Extension Effective Date; (v) [intentionally deleted]; and (vi) the Borrowers shall pay a fee to the Administrative Agent, Agent (for the pro rata benefit of the applicable Revolving Lenders, equal to 0.075% ) on the amount subject Extension Effective Date a fee (to be shared among and paid to the Revolving Lenders based upon their Revolving Commitment Percentages of the Aggregate Revolving Commitments at Commitments) equal to the time product of each such extension(i) 0.0625% multiplied by (ii) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extension. As a condition precedent Subject to the provisions of the foregoing clause (a), the extension of the Revolving Maturity Date pursuant to this Section shall not be effective with respect to any such extension, the Borrower shall Revolving Lender unless: (i) deliver to no Default or Event of Default has occurred and is continuing on the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity subject Extension Effective Date, as applicable, signed by a Responsible Officer of such Loan Party ; (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (xii) the representations and warranties contained in Article VI Section 6 and the other Loan Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity subject Extension Effective Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.76.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.017.1; (iii) for the second six (6) month extension, and the initial six (y6) no Default exists and month extension shall have been validly exercised; (iiiv) Administrative Agent shall have received a pro forma Compliance Certificate as of the subject Extension Effective Date; (v) [intentionally deleted]; and (vi) the Borrowers shall pay a fee to the Administrative Agent, Agent (for the pro rata benefit of the applicable Revolving Lenders, equal to 0.075% ) on the amount subject Extension Effective Date a fee (to be shared among and paid to the Revolving Lenders based upon their Revolving Commitment Percentages of the Aggregate Revolving Commitments at Commitments) equal to the time product of each such extension(i) 0.0625% multiplied by (ii) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall extension of the Maturity Date pursuant to this Section: (i) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Initial Maturity Date or Extended Revolving Maturity Date, as applicable, (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (x1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Initial Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.016.01, and (y2) no Default exists and exists; (ii) on the Initial Maturity Date, the Borrowers shall pay a fee to the Administrative Agent, Agent for the pro rata benefit account of the applicable Lenders, each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.075% on the amount two-tenths of one percent (.20%) of the Aggregate Revolving Commitments at as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; and (iii) no Default shall exist on the time date of each such extensionextension or after giving effect thereto.

Conditions to Effectiveness of Extension. As a condition precedent Subject to the provisions of the foregoing clause (a), the extension of the Revolving Maturity Date pursuant to this Section shall not be effective with respect to any such extension, the Borrower shall Revolving Lender unless: (i) deliver to no Default or Event of Default has occurred and is continuing on the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity subject Extension Effective Date, as applicable, signed by a Responsible Officer of such Loan Party ; (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (xii) the representations and warranties contained in Article VI Section 6 and the other Loan Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity subject Extension Effective Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.017.1; (iii) for the second six (6) month extension, and the initial six (y6) no Default exists and month extension shall have been validly exercised; (iiiv) Administrative Agent shall have received a pro forma Compliance Certificate as of the subject Extension Effective Date; (v) [intentionally deleted]; and (vi) the Borrowers shall pay a fee to the Administrative Agent, Agent (for the pro rata benefit of the applicable Revolving Lenders, equal to 0.075% ) on the amount subject Extension Effective Date a fee (to be shared among and paid to the Revolving Lenders based upon their Revolving Commitment Percentages of the Aggregate Revolving Commitments at Commitments) equal to the time product of each such extension(i) 0.0625% multiplied by (ii) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable, except to the extent that CHAR2\1546565v13 such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to 0.075% on the amount of the Aggregate Revolving Commitments at the time of each such extension.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, each extension of the Borrower shall Maturity Date pursuant to this Section: (i) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing then-existing Maturity Date or Extended Revolving Maturity Date, as applicable, (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (x1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on and as of the Existing Revolving Maturity Date or the Extended Revolving then-existing Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 2.172.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.016.01, and (y2) no Default exists and exists; (ii) on the then-existing Maturity Date, the Borrowers shall pay a fee to the Administrative Agent, Agent for the pro rata benefit account of the applicable Lenders, each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.075% on the amount three-quarters of one-tenth of one percent (.075%) of the Aggregate Revolving Commitments at as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; and (iii) no Default shall exist on the time date of each such extensionextension or after giving effect thereto.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of on or prior to the Existing Maturity Date or Extended Revolving Term Loan Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Term Loan Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to (A) 0.075% on the amount of the Aggregate Revolving Commitments outstanding Term Loan A-1 being extended at the time of each the first such extension and (B) 0.125% on the amount of the outstanding Term Loan A-1 being extended at the time of the second such extension.. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, each extension of the Borrower shall Maturity Date pursuant to this Section: (i) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing then-existing Maturity Date or Extended with respect to the Revolving Maturity Date, as applicable, Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (x1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on and as of the Existing Revolving then-existing Maturity Date or with respect to the Extended Revolving Maturity Date, as applicableCredit Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 2.172.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.016.01, and (y2) no Default exists and exists; (ii) pay a fee on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent, Agent for the pro rata benefit account of the applicable Lenders, each Lender in accordance with their respective Applicable Percentages an extension fee equal to three-quarters of one-tenth of one percent (0.075% on the amount %) of the Aggregate Revolving Credit Commitments at as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; and (iii) no Default or Event of Default shall exist on the time date of each such extensionextension or after giving effect thereto.

Conditions to Effectiveness of Extension. As a condition precedent Subject to the provisions of the foregoing clause (a), the extension of the Revolving Maturity Date pursuant to this Section shall not be effective with respect to any such extension, the Borrower shall Revolving Lender unless: (i) deliver to no Default or Event of Default has occurred and is continuing on the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity subject Extension Effective Date, as applicable, signed by a Responsible Officer of such Loan Party ; (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (xii) the representations and warranties contained in Article VI Section 4 and the other Loan Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity subject Extension Effective Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.172.18, the representations and warranties contained in subsections (a) and (b) of Section 6.05 6.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.017.1; (iii) for the second six (6) month extension, the initial six (6) month extension shall have been validly exercised; (iv) Administrative Agent shall have received a pro forma Compliance Certificate as of the subject Extension Effective Date; (v) [intentionally deleted]; and (yvi) no Default exists and (ii) the Borrowers shall pay a fee to the Administrative Agent, Agent (for the pro rata benefit of the applicable Revolving Lenders, equal to 0.075% ) on the amount of the Aggregate Revolving Commitments at the time of each such extension.subject Extension Effective Date a fee (to be shared among and

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, each extension of the Borrower shall Maturity Date pursuant to this Section: (i) the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing then-existing Maturity Date or Extended with respect to the Revolving Maturity Date, as applicable, Credit Facility (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) in the case of the Borrowers, certifying that, before and after giving effect to such extension, (x1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) on and as of the Existing Revolving then-existing Maturity Date or with respect to the Extended Revolving Maturity Date, as applicableCredit Facility, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respectsrespects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 2.172.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 7.016.01, and (y2) no Default exists and exists; (ii) pay a fee on the then-existing Maturity Date with respect to the Revolving Credit Facility, the Borrowers shall pay to Administrative Agent, Agent for the pro rata benefit account of the applicable Lenders, each Lender in accordance with their respective Applicable Percentages an extension fee equal to 0.0750.0625% on the amount of the Aggregate Revolving Credit Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances; (iii) (A) upon the request of any Lender, made at least ten (10) days prior to the time Maturity Date then in effect, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Maturity Date then in effect and (B) at least five (5) days prior to the Maturity Date then in effect, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and (iv) no Default or Event of each Default shall exist on the date of such extensionextension or after giving effect thereto.

Conditions to Effectiveness of Extension. As a condition precedent to any such extension, the Borrower shall (i) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date or Extended Revolving Maturity Date, as applicable, signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the Existing Revolving Maturity Date or the Extended Revolving Maturity Date, as applicable, 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 (unless already qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the CHAR1\2011553v5 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 (y) no Default exists and (ii) pay a fee to the Administrative Agent, for the pro rata benefit of the applicable Lenders, equal to 0.075% on the amount of the Aggregate Revolving Commitments at the time of each such extension.. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01