Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person 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 are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Expiration Date or the Term Loan Maturity Date pursuant to this Section 5.16 shall only be effective with respect to any Lender on the Extension Effective Date signed by a Responsible Officer of such Person if: (i) certifying in the case of any proposed extension of the Expiration Date, the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Expiration Date and attaching the resolutions adopted by such Person approving or consenting additional Revolving Credit Commitments of the relevant Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to such extension and the Extension Effective Date; (ii) in the case of any proposed extension of the CompanyTerm Loan Maturity Date, certifying thatthe total of the outstanding Term Loans of the Lenders that have agreed so to extend the Term Loan Maturity Date shall be more than 50% of the aggregate amount of the Term Loans outstanding immediately prior to the Extension Effective Date; (iii) as of the date of such extension, before and after giving effect to such extensionthereto, (A) the representations representations, warranties of the Borrower and warranties contained the other Loan Parties herein and in Article VI are the other Loan Documents shall be true and correct in all material respects on (unless qualified by materiality or reference to the absence of a Material Adverse Change, in which event shall be true and as of the Requested Extension Date with the same effect as if made on and as of such datecorrect), except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty case they shall remain be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.16, the representations and warranties contained in Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.11 (Band the Borrower and each other Loan Party shall be deemed to have made all such representations and warranties on the proposed Extension Effective Date); (iv) no Event of Default exists. In addition, or Potential Default shall have occurred and be continuing on the date of such extension and after giving effect thereto; (v) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such extension) reasonably requested by Administrative Agent in connection with any such extension; (vi) on or before the Expiration Date or Term Loan Maturity Date of each Non-Consenting Lender, Extending Lender (A) the Borrowers Borrower shall (x) prepay any Revolving Credit have paid in full the principal of and interest on all of the Loans or USD Revolving Credit Loans, as applicable, outstanding on made by such date (and pay any additional amounts required pursuant to Section 4.11) Non-Extending Lender to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date Borrower hereunder and (yB) make the Borrower shall have paid in full all other Obligations owing to such Lender hereunder and other prepayments of Revolving Loans or USD Revolving Loans under the other Loan Documents (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) it being understood that after giving effect to this clause (vi) with respect to any Non-Extending Lender, such Non-Extending Lender’s Commitment shall be deemed terminated on the reduction then-existing Expiration Date or Term Loan Maturity Date and such Non-Extending Lender shall no longer be a “Lender” hereunder); and (vii) if such extension is being effectuated in accordance with the last paragraph of Section 12.1 pursuant to which the terms of such extended Loans or Commitments to are being amended, an amendment entered into by the applicable Credit Facilities occurring on parties required by such Maturity Dateprovision shall have become effective.

Conditions to Effectiveness of Extensions. As a condition precedent to such any extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Existing Termination Date (for delivery to each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) the Company certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, that immediately before and immediately after giving effect to such extension, (Ai) the representations and warranties of the Borrowers contained in Article VI Section 9 and of the Loan Parties contained in the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Termination Date, except for any representation (x) to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and (By) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, deliver such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Maturity Date of each Non-Consenting LenderExisting Termination Date, the Borrowers shall (x) prepay any make such other payments of Revolving Credit Loans or USD Revolving Credit Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.118.4) to the extent necessary to keep such outstanding Loans ratable with the respective Percentages of the Revolving Credit Loans Lenders or USD Term Lenders, as applicable, after giving effect to such extension, it being understood that such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in accordance with their extended Revolving Credit Commitments or Term Loans, as applicable. Except for those terms included in the Termination Date Extension Request or as otherwise agreed by each applicable Extending Lender and Additional Commitment Lender (with respect to terms that apply solely to any period after the applicable Existing Termination Date), the terms of the extended Revolving Commitments or extended Term Loans, as applicable, ratable shall (x) be substantially identical to the terms set forth herein (except with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, respect to the extension of the respective Lenders effective as of such date Existing Termination Date) and (y) make such other prepayments of Revolving the extended Term Loans or USD Revolving Loans (including any additional amounts required pursuant shall be subject to quarterly amortization consistent with Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to 6.1.1 for the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateextended period.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person 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 are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (a) the Company Borrower shall deliver to the Administrative Agent a certificate of each the Borrower and Guarantor dated as of the Requested Extension Initial Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateInitial Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (B) no Default existsexists and (b) the Borrower shall pay to the Extending Lenders and the Additional Commitment Lenders on the Initial Maturity Date a fee (to be shared among the Extending Lenders and the Additional Commitment Lenders based upon their pro rata share of the Aggregate Revolving Commitments) equal to the product of (i) 0.15% multiplied by (ii) the then Aggregate Revolving Commitments. In addition, on the Revolving Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit repay the Loans or USD Revolving Credit Loans, as applicable, of such Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) and (y) prepay any Committed Revolving Loans of each Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) and/or borrow from each Additional Commitment Lender, on a non-pro rata basis with the Extending Lenders, to the extent necessary to keep outstanding Committed Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each the Borrower and Guarantor dated as of the Requested such Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case certifying that as of the Company, certifying thatsuch Extension Date, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI ARTICLE V (other than the representation and warranty in Section 5.05) are (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of such Extension Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty except that for purposes of this Section 2.19, the representations and warranties contained in Section 5.04 shall remain true and correct in all material respects as be deemed to refer to the most recent statements furnished pursuant to subsection (a) of such earlier dateSection 6.01), and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Extension Maturity Date signed by a Responsible Officer pursuant to this Section shall not be effective with respect to any Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the date of such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (AB) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects on and as of the Requested Extension Date with the same date of such extension and after giving effect thereto, as if though made on and as of such datedate (or, except for if any such representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); (BC) no Default exists. In addition, the receipt by the Administrative Agent of such evidence of appropriate authorization on the part of the Borrower with respect to such extension as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to any extension) of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay repay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 4.112.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Revolving Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall repay such Non-Extending Lender’s Revolving Loans (xexcept to the extent assigned to an Extending Lender or Additional Commitment Lender) and shall prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, of the Extending Lenders and Additional Commitment Lenders outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Pro Rata Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Extending Lenders and Additional Commitment Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each the Borrower and Guarantor dated as of the Requested such Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case certifying that as of the Company, certifying thatsuch Extension Date, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI ARTICLE V (other than the representation and warranty in Section 5.05) are (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of such Extension Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty except that for purposes of this Section 2.19, the representations and warranties contained in Section 5.04 shall remain true and correct in all material respects as be deemed to refer to the most recent statements furnished pursuant to subsection (a) of such earlier dateSection 6.01), and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to the effectiveness of each such extensionextension of the Revolver Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Revolver Maturity Date or the Extended Revolver Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the Company first date on which such conditions precedent are satisfied or waived, an “Extension Effective Date”): (i) On the date of the applicable Revolver Extension Notice, and both immediately before and immediately after giving effect to such extension of the Revolver Maturity Date, no Default shall deliver have occurred and be continuing; (ii) The Borrowers shall have paid or caused to be paid to the Administrative Agent, for the pro rata benefit of the Appropriate Lenders based on their respective Applicable Percentages as of the applicable Extension Effective Date, an extension fee in an amount equal to 0.0625% multiplied by the amount of the Aggregate Revolving Commitments as in effect on such Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; (iii) The Administrative Agent shall have received a certificate of each Borrower and Guarantor the Parent dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Parent (i) (x) certifying and attaching the resolutions adopted by such Person each Loan Party approving or consenting to such extension or (y) certifying that, as of such Extension Effective Date, the resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolver Maturity Date for a period that is not less than an additional twelve (12) months from the Initial Revolver Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption 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 V and the other Loan Documents are true and correct in all material respects on and as of the Requested applicable Extension Date with the same effect as if made on and as of such dateEffective Date, except for any representation (x) to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such applicable date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on ; and (iv) The Borrowers and the Maturity Date of each Non-Consenting Lender, the Borrowers other Loan Parties shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) have delivered to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Administrative Agent such reaffirmations of their respective obligations under the respective Lenders effective as of such date and Loan Documents (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the applicable Credit Facilities occurring on such Maturity Datepayment or performance of any of the Obligations, including, without limitation, reaffirmations of the Guaranty, executed by the Loan Parties party thereto.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Extension Revolving Credit Maturity Date signed by a Responsible Officer of such Person pursuant to this Section shall not be effective unless: (i) certifying no Default or Event of Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving or consenting to date of such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article VI are shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects on and as of the Requested Extension applicable anniversary of the Closing Date with the same effect as if made on and as of such date, (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date, and ); and; (Biii) no Default exists. In additionwith respect to each Non-Extending Lender, on the Revolving Credit Maturity Date of each (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) all Obligations owing to such Non-Consenting Extending Lender and the Revolving Credit Commitments shall be reduced by an amount equal to such Non-Extending Lender’s Revolving Credit Commitment; (iv) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrowers Borrower shall prepay (xprovided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans in an amount necessary such that, after giving effect to the extension of the Revolving Credit Maturity Date, each Lender will hold its pro rata share (based on its share of the revised Revolving Credit Commitments) of outstanding Revolving Credit Loans; (v) on the Revolving Credit Maturity Date (as in effect prior to such extension), the Borrower shall prepay (provided that any such prepayment shall be subject to Section 4.10) one or more existing Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withan amount necessary such that, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in extension of the Commitments to the applicable Revolving Credit Facilities occurring on such Maturity Date, the aggregate amount of L/C Obligations outstanding plus Revolving Credit Loans outstanding shall not exceed the Revolving Credit Commitments; and (vi) since the date of the most recent annual audited financial statements delivered pursuant to Section 7.1(a), no event or condition shall have occurred on or before the date of such extension that would have or would be reasonably expected to have a Material Adverse Effect.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LC's (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to each such extension, the Company : (i) Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated Loan Party as of the Requested Extension Maturity Date then in effect (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (iA) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (iiB) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Maturity Date with the same effect as if made on and as of such datethen in effect, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 clauses (Ba) and (b) 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 (2) no Default exists. In addition, on exists or would result therefrom. (ii) On the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date date. (iii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iv) (A) Upon the reasonable request of any Lender, including any Additional Commitment Lender, made at least 15 days prior to the Maturity Date then in effect, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Maturity Date then in effect and (yB) make at least 10 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. (v) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other prepayments Loan Documents are true and correct on and as of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit the Maturity Date then in accordance witheffect, and except to the extent necessary that such representations and warranties specifically refer to comply withan earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.5(b2.13, the representations and warranties contained in clauses (a) after giving effect and (b) of Section 5.05 shall be deemed to refer to the reduction in the Commitments most recent statements furnished pursuant to the applicable Credit Facilities occurring on such Maturity Dateclauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result therefrom.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower and Guarantor dated as of the Requested Extension Existing Maturity Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and extension, (ii) in the case a certificate dated as of the Company, Existing Maturity Date signed by a Responsible Officer certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI Section 4 and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation (1) to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty case they shall remain be true and correct in all material respects as of such earlier date, (2) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and (B) no Default or Event of Default exists, (iii) such financial, business and other information regarding each Group Member as requested by the Administrative Agent or any Extending Lender necessary for the Administrative Agent or such Extending Lender to complete any required due diligence investigations and (iv) the Borrower, the Administrative Agent and the Extending Lenders shall have agreed to appropriate updates to the covenants set forth in Section 7.1. In addition, on the Maturity Revolving Termination Date of each Non-Consenting Extending Lender, the Borrowers shall (x) prepay repay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts breakage fees required pursuant to Section 4.11hereunder) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent shall have received (i) a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person Borrower (iA) certifying and attaching the resolutions adopted by such Person Borrower approving or consenting to such extension and (iiB) in the case of the Company, certifying that, before and after giving effect to such extension, (Ax) the representations and warranties contained of the Loan Parties in Article VI this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such datedate (or, except for if any such representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date), and (B) no Default exists. In additionexcept that, on the Maturity Date for purposes of each Non-Consenting Lenderthis Section, the Borrowers representations and warranties contained in Section 3.04(a) shall (xbe deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) prepay any Revolving Credit Loans or USD Revolving Credit LoansSection 5.01(b), as applicable, and (y) no Default shall have occurred and be continuing; and (ii) a joinder or other agreement referred to in paragraph (c) of this Section from each Additional Commitment Lender pursuant to which such Lender shall, effective as of the Extension Date, undertake a Commitment, executed by each such Lender and the Company (which shall be acknowledged by the Administrative Agent). On each Extension Date (or any other date thereafter on which a Non-Extending Lender shall be replaced pursuant to paragraph (c) of this Section), the Applicable Borrowers shall prepay on a nonratable basis any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans2.16), as applicable, ratable with any revised Revolving and/or borrow on a nonratable basis from each Additional Commitment Percentages or USD Revolving Lender which is providing a new Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate, and to the extent necessary to comply withsuch that, Section 2.5(b) after giving effect to thereto, all outstanding Revolving Loans shall be held by the reduction Lenders in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateaccordance with their respective revised Applicable Percentages.

Conditions to Effectiveness of Extensions. As Notwithstanding anything to the contrary in the foregoing, any extension of the Revolving Commitment Termination Date pursuant to this Section 2.22 shall not be effective with respect to any Lender unless, on and as of the effective date of such extension: (a) the conditions for a condition precedent to Borrowing provided in Sections 3.2.1, 3.2.2 and 3.2.3 shall be satisfied; (b) the Administrative Agent shall have received a certificate, duly executed by an Authorized Officer of each Borrower, (i) certifying that, as of such effective date of such extension, the Company shall deliver to conditions in the Administrative Agent a certificate of each Borrower foregoing clause (a) are satisfied and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person (iii) certifying and attaching the resolutions adopted by such Person each Borrower approving or consenting to such extension and extension; and (iic) 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 are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.112.17.3) to the extent necessary to keep any such outstanding Loans ratable with any revised Revolving Commitment Percentages of the respective Lenders effective as of such date (after giving effect to such extension). In addition, on the Revolving Commitment Termination 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 2.17.3) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Extension Maturity Date signed by a Responsible Officer pursuant to this Section shall not be effective with respect to any Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the date of such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (AB) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Change in the text thereof) on and as of the Requested Extension Date with the same date of such extension and after giving effect thereto, as if though made on and as of such date, except for that any representation and warranty which by its terms is made as of an earlier date, which representation and warranty a specified date shall remain be true and correct in all material respects only as of such earlier specified date, and ; (BC) no Default exists. In addition, the receipt by the Administrative Agent of such evidence of appropriate authorization on the part of the Borrower with respect to such extension as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to any extension) of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay repay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 4.112.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Revolving Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person 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 are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, extension (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and that solely for purposes of this Section 2.12, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) of Section 6.05, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, (i) the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit repay to such Non-Extending Lender, an amount equal to the outstanding principal of its Loans, as applicableaccrued interest thereon, outstanding on such date (accrued fees and pay any additional all other amounts required pursuant payable to Section 4.11) to it hereunder and under the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date other Loan Documents and (yii) make such other prepayments of Revolving the Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit shall be reallocated in accordance withwith the revised Commitments and the Lenders shall make cash settlement with each other directly or through the Administrative Agent (as the Administrative Agent shall direct and approve), and to the extent necessary to comply with, Section 2.5(b) such that after giving effect to such reallocations each extending Lender’s Applicable Percentage of the reduction Aggregate Commitments equals its Applicable Percentage of the then Outstanding Amount of all the Loans and the requisite assignments shall be deemed to be made in such amounts among the Commitments Lenders and from each Lender to each other Lender with the same force and effect as if such assignments were evidenced by applicable Credit Facilities occurring on such Maturity DateAssignment Agreements, but without payment of any related assignment fees.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LC's (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to such any extension, the Company shall (a) deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Existing Termination Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) the Company certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, that before and after giving effect to such extension, (Ai) the representations and warranties of the Borrowers contained in Article VI Section 9 and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Termination Date, except for any representation (x) to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and (By) that for purposes of this Section 6.3.5, the representations and warranties contained in subsections (a) and (b) of Section 9.4 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.1 and 10.1.2; and (ii) no Event of Default or Unmatured Event of Default exists; (b) to the extent reasonably requested by the Administrative Agent, such documents as are necessary or appropriate to confirm that such extension has been approved or consented to by each Loan Party; and (c) pay all amounts payable hereunder to each Non-Extending Lender (other than contingent indemnification obligations). In addition, on the Maturity Date of each Non-Consenting LenderExisting Termination Date, the Borrowers shall (x) prepay any Revolving Credit make such other payments of Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.118.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment the respective Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to such extension, it being understood that such repayments may be funded with the reduction proceeds of new Borrowings made simultaneously with such repayments by the Extending Lenders, which such Borrowings shall be made ratably by the Extending Lenders in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateaccordance with their extended Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects on (except to the extent that any representation and as of the Requested Extension Date with the same effect as if made warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of such dateapplicable Extension Effective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 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) no Default existsexists and (C) since the date of the most recent audited financial statements furnished pursuant to subsection (a) of Section 6.01, there shall have been no event or circumstance that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. In addition, on the Maturity Date of each Non-Consenting Extending Lender, (i) the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (yii) make the Lead Administrative Agent will notify the remaining Lenders of any revisions to their Applicable Percentages effective as of such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Existing Maturity Date signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the Companyeach Loan Party, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.29, the representations and warranties contained in clauses (a) and (b) 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) no Default, New Vehicle Event of Default existsor Used Vehicle Event of Default exists or would result therefrom. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall (x) prepay any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Applicable Revolving Commitment Percentages, New Vehicle Floorplan Committed Loans ratable with any revised Applicable New Vehicle Floorplan Percentages or USD Revolving Commitment Percentage, as applicable, and Used Vehicle Floorplan Committed Loans ratable with any revised Applicable Used Vehicle Floorplan Percentages of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement (other than the representations and warranties set forth in Sections 5.6) are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LCs and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the Extension Closing Date signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, both immediately before and immediately after giving effect to such extension, thereto; (AB) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality or Material Adverse Change in the text thereof) on and as of the Requested Extension Closing Date with the same both immediately before and immediately after giving effect thereto, as if though made on and as of such date, except for that any representation and warranty which by its terms is made as of an earlier date, which representation and warranty a specified date shall remain be true and correct in all material respects only as of such earlier specified date, ; (C) the receipt by the Administrative Agent of such evidence of appropriate authorization on the part of the Borrower with respect to such extension as the Administrative Agent may reasonably request; and (BD) no Default existsthe Borrower shall prepay any Revolving Advances outstanding on the Extension Closing Date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Applicable Percentages of the respective Lenders effective as of such date. In additionNotwithstanding any provision contained herein to the contrary, on the Maturity Date (without giving effect to any extension) of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay repay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 4.112.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Commitments of the respective Non-Extending Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateshall be terminated.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall pay all fees, invoiced expenses and other amounts payable on or prior to the date of such extension and deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension applicable anniversary of the Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of (x) the Borrower contained in Article VI V and (y) each Loan Party contained in each other Loan Document are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of the Requested Extension Date with applicable anniversary of the same effect as if made on and as of such dateEffective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date, and except that for purposes of this Section 2.20, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a), and (B) no Default existsexists or would result therefrom. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments which amounts, for the avoidance of Revolving Loans or USD Revolving Loans (including any doubt, may be paid with the proceeds of additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateconcurrent Borrowings.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Current Anniversary Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such dateCurrent Anniversary Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall prepay (xwhich prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) prepay any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to each such extension, the Company : (i) Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated Loan Party as of the Requested Extension Effective Date (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (iA) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (iiB) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in the Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) no Default or Event of Default exists or would result therefrom. (ii) On the Extension Effective Date, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Lender an amount provided in the Fee Letter, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iii) (A) Upon the reasonable request of any Lender, including any Additional Lender, made at least 15 days prior to the Extension Effective Date, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Extension Effective Date and (B) at least 10 days prior to the Extension Effective Date, 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. (iv) On the date of the notice described in Section 2.7(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article VI the Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateEffective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and (B) no Default exists. In addition, on the Maturity Date or Event of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans Default exists or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datewould result therefrom.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement (other than the representations and warranties set forth in Section 5.6) are true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LCs (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company extension of the Maturity Date pursuant to this Section: (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of the Borrower certifying that (A) no Default exists on the date of such Person (i) certifying and attaching the resolutions adopted by such Person approving certificate, either before or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, ; (AB) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects on and as of the Requested Extension Date with the same such date both before giving effect to such extension and after giving effect thereto (or, if any such representation or warranty is expressly stated to have been made as if made on and of a specific date, as of such date, specific date and except for that such materiality qualifier shall not apply to the extent that any such representation and or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, is qualified by materiality); and (BC) there has been no Default exists. In additionevent or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) on the Maturity Date of applicable to each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay prepay, on a non pro rata basis with respect to Extending Lenders, any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of satisfy in full the respective Lenders effective Obligations due to such Non-Extending Lender as of such date and date; (yiii) make such other prepayments of Revolving Loans or USD Revolving Loans (including on the Maturity Date applicable to each Non-Extending Lender, the Borrower shall Cash Collateralize any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize existing Letters of Credit in accordance with, and or make other credit accommodations reasonably satisfactory to the L/C Issuer with respect to such Letters of Credit to the extent necessary to comply withthat, Section 2.5(b) after giving effect to the reduction payment required by the preceding clause (ii), the Total Outstandings exceed the Commitments of the remaining Lenders; and (iv) in the Commitments to the applicable event that any Non-Extending Lender is a L/C Issuer and any one or more Letters of Credit Facilities occurring issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Maturity Date, the Borrower shall cash collateralize such Letter of Credit upon terms reasonably satisfactory to such L/C Issuer to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Conditions to Effectiveness of Extensions. As a condition precedent Notwithstanding the foregoing, any extension of any Commitment Maturity Date pursuant to such extension, the Company this Section shall deliver not be effective with respect to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of such Person any Lender unless: (i) certifying no Default or Unmatured Default shall have occurred and attaching be continuing on the resolutions adopted by such Person approving applicable Anniversary Date or consenting to such extension and (ii) in the case of the CompanyAssignment Date, certifying thatas applicable, before and after giving effect to such extension, any extension granted under this Section; (Aii) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects on and as of the Requested Extension applicable Anniversary Date with the same or Assignment Date, as applicable, and after giving effect thereto, as if though made on and as of the applicable Anniversary Date or Assignment Date, as applicable (or, if any such date, except for any representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date, and ); and (Biii) no Default exists. In addition, on the Maturity applicable Anniversary Date of each Non-Consenting Lenderor Assignment Date, as applicable, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.4) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance withdate. In addition, and to the extent necessary to comply with, Section 2.5(b) after upon giving effect to the reduction any revision of Pro Rata Shares pursuant to this Section 2.28, each Lender shall participate in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateany outstanding Facility LC’s (other than any Bank Guaranties) and Swing Line Loans ratably in accordance with its Pro Rata Share.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects on (except to the extent that any representation and as of the Requested Extension Date with the same effect as if made warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of such dateapplicable Extension Effective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and date. ” (ye) make such other prepayments Section 7.05 of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of the Credit in accordance with, and to Agreement shall be amended by replacing the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction number “$150,000,000” in the Commitments proviso in clause (k) thereof with the number “$250,000,000”. (f) Section 7.09 of the Credit Agreement shall be amended and restated to the applicable Credit Facilities occurring on such Maturity Date.read in its entirety as follows:

Conditions to Effectiveness of Extensions. As a condition conditions precedent to each such extension, the Company : (i) Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated Loan Party as of the Requested Extension Maturity Date then in effect (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (iA) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (iiB) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A1) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Maturity Date with the same effect as if made on and as of such datethen in effect, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 clauses (Ba) and (b) 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 (2) no Default exists. In addition, on exists or would result therefrom. (ii) On the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date to such Non-Extending Lender (and pay any additional amounts required pursuant to Section 4.113.05) and such other Loans to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders that are not Non-Extending Lenders effective as of such date date. (iii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iv) (A) Upon the reasonable request of any Lender, including any Additional Commitment Lender, made at least 15 days prior to the Maturity Date then in effect, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the Maturity Date then in effect and (yB) make at least 10 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. (v) On the date of the notice described in Section 2.13(a) and the date of such extension and after giving effect thereto, (A) the representations and warranties contained in Article V and the other prepayments Loan Documents are true and correct on and as of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit the Maturity Date then in accordance witheffect, and except to the extent necessary that such representations and warranties specifically refer to comply withan earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.5(b2.13, the representations and warranties contained in clauses (a) after giving effect and (b) of Section 5.05 shall be deemed to refer to the reduction in the Commitments most recent statements furnished pursuant to the applicable Credit Facilities occurring on such Maturity Dateclauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result therefrom.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as extension of the Requested Extension Maturity Date signed by a Responsible Officer pursuant to this Section shall not be effective with respect to any Lender unless: (A) no Default or Event of Default shall have occurred and be continuing on the date of such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect thereto, and the Borrower shall have delivered a certificate or agreement certifying such to such extension, the Administrative Agent; (AB) the representations and warranties contained in Article VI this Agreement are true and correct in all material respects on and as of the Requested Extension Date with the same date of such extension and after giving effect thereto, as if though made on and as of such datedate (or, except for if any such representation and or warranty is expressly stated to have been made as of an earlier a specific date, which representation and warranty shall remain true and correct in all material respects as of such earlier specific date), and the Borrower shall have delivered a certificate or agreement certifying such to the Administrative Agent; (BC) no Default exists. In addition, the receipt by the Administrative Agent of such evidence of appropriate authorization on the part of the Borrower with respect to such extension as the Administrative Agent may reasonably request; (D) on the Maturity Date (without giving effect to any extension) of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay repay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances outstanding on such date (and pay any additional amounts required pursuant to Section 4.112.11) and any other Obligations owing to such Non-Extending Lender to each such Non-Extending Lender and the Commitments of the Non-Extending Lenders shall be terminated; and (E) the Borrower shall prepay any Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Advances ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each the Borrower and Guarantor dated as of the Requested such Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) the Borrower certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case certifying that as of the Company, certifying thatsuch Extension Date, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI ARTICLE V (other than the representation and warranty in Section 5.05) are (i) with respect to representations and warranties that contain a qualification as to materiality, true and correct in all respects (after giving effect to any such qualification therein), and (ii) with respect to representations and warranties that do not contain a qualification as to materiality, true and correct in all material respects, in each case as of such Extension Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsection (Ba) of Section 6.01), and no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension then current Maturity Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such datethen current Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionExtension, the Company Co-Borrowers shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension Extension and (ii) in the case of the CompanyCo-Borrowers, certifying that, before and after giving effect to such extensionExtension, (A) the representations and warranties contained in Article VI V and the other Loan Documents (x) with respect to representations and warranties that contain a materiality qualification, are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateEffective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and in each case except that for purposes of this Section 2.18, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (B) no Default existsexists or would result therefrom. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Effective Date signed by a Responsible Officer of such Person Borrower (i) certifying and attaching the resolutions adopted by the applicable governing body of such Person Borrower approving or consenting to such extension if the resolutions authorizing the extension have not previously been delivered 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 V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such dateEffective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier datedate (except to the extent such representations and warranties are qualified by materiality, in which case, they shall be true and correct in all respects), and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (B) no Default existsor Event of Default exists or would exist after giving effect to such extension. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall (x) first, prepay any Revolving Swingline Loans outstanding on such date, second, provide cash collateral (or make other arrangements satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit (on terms acceptable to the applicable Issuing Bank and in amounts contemplated by Section 2.18(j)) and third, prepay any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) 3.05), to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, Exposures ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, Pro Rata Shares of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Dateextension.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension then current Maturity Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the 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 V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such datethen current Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

Conditions to Effectiveness of Extensions. As a condition precedent to each such extension, the Company L/C Issuer and the Swing Line Lender shall have consented to such extension of the Revolving Credit Commitments, to the extent that such extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period, and the Borrower Agent shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Extension Date Lender) signed by a Responsible Officer of such Person Borrower approving or consenting to such extension and (i) certifying and attaching the resolutions adopted by such Person Borrower approving or consenting to such extension extension, and (ii) in the case of the CompanyBorrower Agent, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain 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 clauses (a) and (b), respectively, of Section 7.01, and (B) no Default exists. In addition, on the Revolving Credit Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, of such Non-Extending Lender outstanding on such date (together with all accrued and pay unpaid interest and fees with respect thereto and any additional amounts required pursuant to Section 4.114.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date date. In addition to and (y) make such other prepayments not in limitation of Revolving Loans or USD Revolving Loans (including the foregoing, as a condition precedent to any additional amounts required increase pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with2.19(a), and the Borrower Agent shall pay to the extent necessary to comply withAdministrative Agent, Section 2.5(bfor the account of the Administrative Agent and/or the remaining Lenders (and Additional Commitment Extension Lenders) after giving effect to the reduction in the Commitments to providing the applicable Credit Facilities occurring on increase, such Maturity Dateclosing fees as shall be mutually determined by the Administrative Agent and the Borrower Agent.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionExtension, the Company Co-Borrowers shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension Extension and (ii) in the case of the CompanyCo-Borrowers, certifying that, before and after giving effect to such extensionExtension, (A) the representations and warranties contained in Article VI V and the other Loan Documents (x) with respect to representations and warranties that contain a materiality qualification, are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateEffective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and in each case except that for purposes of this Section 2.18, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (B) no Default existsexists or would result therefrom. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Co-Borrowers shall (x) prepay any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.