Common use of Conditions to Effectiveness of Extensions Clause in Contracts

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) on and as of the Existing Maturity applicable Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (without duplication of any materiality qualification included in the terms of any such representation or warranty) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Extension Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Extension Effective Date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, (A) before and after giving effect to such extension, (A1) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Extension Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (a) of Section 6.1 and (b), respectively, of Section 6.01, 2) no Default has occurred and is continuing and (B) there has occurred no Default or Event Material Adverse Effect since the date of Default exists. In additiondelivery of the most recent financial statements pursuant to Section 6.1, and (iii) on the Maturity Existing Revolving Credit Termination Date of each applicable to any Non-Extending Lender, the Borrowers Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.072.17) to the extent necessary to keep outstanding Committed Loans ratable with any the revised Applicable Revolving Credit Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity such Anniversary Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in the case of provided that any representation and or warranty qualified by materiality, they materiality or material adverse effect shall be true and correct in all respects), and except that for purposes of this Section 2.142.15, 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 or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Notice Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Notice Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, 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. Furthermore, since the date of the most recent statements furnished pursuant to Section 6.01(a), there shall have been no event or Event of Default existscircumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Company shall (x) prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such datedate and (y) provide Cash Collateral for such Non-Extending Lender’s portion of any Multi-Issuer Letter of Credit that remains outstanding past the Maturity Date of each such Non-Extending Lender.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity applicable Anniversary Date (in sufficient copies for each Extending extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity such Anniversary Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in the case of other than any such representation and warranty that is already qualified by materialitymateriality or “Material Adverse Effect” in the text thereof, they in which case such representation and warranty shall be true and correct in all respects), and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (bc) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.015.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.072.16) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists or Event would result from such extension, and (C) there has not occurred a material adverse change since the date of Default existsthe most recently delivered financial statements. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Scheduled Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Scheduled Maturity Date, except (i1) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, 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 or Event exists. On the Scheduled Maturity Date, the Commitment of Default existseach Non-Extending Lender shall terminate, and all Obligations owed by the Borrowers to each Non-Extending Lender shall be due and payable in full. In addition, on the Scheduled Maturity Date of each Non-Extending LenderDate, the Borrowers shall prepay any Committed Loans of each Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans of the Extending Lenders ratable with any revised Applicable Percentages of the respective Extending Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Existing Maturity Date date of such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Datedate of such extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers each applicable Borrower shall prepay any Loans such Borrower’s outstanding Obligations owing to the Non-Extending Lenders on such date in full (and pay any additional amounts required pursuant to Section 3.073.05) and shall make such other payments to the other Lenders to the extent necessary to keep outstanding Committed Loans and other appropriate Obligations ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as extension of the Existing Maturity Date (in sufficient copies for each Extending pursuant to this Section shall not be effective with respect to any Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party unless: (i) certifying and attaching no Default exists on the resolutions adopted by such Loan Party approving or consenting to date of such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Dateapplicable Extension Date (provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in the case of provided that any representation and warranty that is qualified by as to “materiality, they ,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respectsrespects as of such earlier date), and except that for purposes of this Section 2.142.15, 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 clauses (a) and (b), respectively, of Section 6.01, and ; and (Biii) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding repay, nonratably, the Committed Loans ratable with any revised of all Non-Extending Lenders and the Applicable Percentages of the respective remaining Lenders shall be revised effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrowereach Loan Party, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.29, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or 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-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages, Committed New Vehicle Floorplan Loans ratable with any revised Applicable New Vehicle Floorplan Percentages and Committed Used Vehicle Floorplan Loans ratable with any revised Applicable Used Vehicle Floorplan Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Scheduled Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Scheduled Maturity Date, except (i1) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, 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 or Event of Default exists. In additionOn the Scheduled Maturity Date, on the Maturity Date Committed Loan and any Optional Loan of each Non-Extending LenderLender shall mature, and all matured and noncontingent Obligations owed by the Borrowers Borrower to each Non-Extending Lender shall prepay any Loans outstanding on such date (be due and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such datepayable in full.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Applicable Anniversary Date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clause (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity applicable Anniversary Date (in sufficient copies for each Extending extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity such Anniversary Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in the case of other than any such representation and warranty that is already qualified by materialitymateriality or “Material Adverse Effect” in the text thereof, they in which case such representation and warranty shall be true and correct in all respects), and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (bc) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.015.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.072.16) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent The extension of the Maturity Date pursuant to such extension, the Lead Borrower shall deliver this Section 2.17 is subject to the Administrative Agent a certificate following conditions precedent: o no Default or Event of each Loan Party dated as of Default shall have occurred and be continuing on the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer date of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) thereto; o the representations and warranties of the Borrower contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the Existing Maturity Datedate of such extension and after giving effect thereto, except (iA) to that the extent that such representations and warranties specifically refer in Sections 5.05(c) and 5.06 that are qualified by reference to an earlier date, in which case they “Public Filings” shall be true qualified by reference to the Borrower’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Qs and correct in all material respects as Current Reports on Form 8-K filed since the last day of such earlier datethe 49 AMERICAS/2023799649.12023799649.6 Borrower’s most recently completed fiscal year, (iiB) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 6.016.01 and (C) that the representation and warranty contained in subsection (c) of Section 5.05 shall refer to the last day of the Borrower’s most recently completed fiscal year rather than May 30, 2021; and o receipt by the Administrative Agent of such certificates of resolutions or other action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of the Borrower in connection with such extension, along with such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed and that the Borrower is validly existing, and (B) no Default in good standing in its jurisdiction of organization, including certified copies of the Borrower’s Organization Documents and a certificate of good standing from the Borrower’s jurisdiction of organization. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or Event appropriate in order to document the extension of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, and such other technical amendments as may be necessary or appropriate in the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages reasonable opinion of the respective Lenders effective as Administrative Agent and the Borrower in connection with the extension of the Maturity Date, in each case on terms consistent with this Section 2.17. All such dateamendments entered into with the Borrower and the Administrative Agent shall be binding and conclusive on the Lenders.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity 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 Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that all representations and warranties that are qualified by materiality are true and correct in all respects) on and as of the Existing Maturity applicable anniversary of the Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be 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, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.20, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 6.01(a), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of made by such dateNon-Extending Lender.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Extension Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Applicable Anniversary Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists, including for the avoidance of doubt, an Event of Default arising from the Borrower’s failure to be in compliance with Section 7.04(b). In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Extension Effective Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Extension Effective Date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each applicable to any Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by of such Loan Party approving or consenting to authorizing such extension and (ii) in the case of the Lead Borrower, certifying that, on the date such extension was requested and before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents were and are true and correct in all material respects on (or true and as of the Existing Maturity Datecorrect in all respects if such representation or warranty is qualified by materiality or Material Adverse Effect), except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be were and are true and correct in all material respects (or true and correct in all respects if such representation or warranty is qualified by materiality or Material Adverse Effect) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (aSection 5.01(e) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (bSection 6.01(c), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending LenderApplicable Anniversary Date, the Borrowers Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, which prepayments may, notwithstanding Section 2.10 or Section 2.11 or any other provision hereof to the contrary, be made on a non-pro rata basis.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date effective date for such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties already qualified by materiality, in all respects) on and as of the Existing Maturity Datedate of such extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (or, in the case of representations and warranties already qualified by materiality, in all respects) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.19, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Company shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation and warranty qualified by materiality shall be true and correct in all respects) on and as of the Existing Maturity Anniversary Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of except that any representation and warranty qualified by materiality, they materiality shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default existshas occurred and is continuing. In addition, on the applicable Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent The extension of the Maturity Date pursuant to such extension, the Lead Borrower shall deliver this Section 2.17 is subject to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party following conditions precedent: (i) certifying no Default or Event of Default shall have occurred and attaching be continuing on the resolutions adopted by such Loan Party approving or consenting to date of such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, thereto; 42 AMERICAS/2024050510.8 (Aii) the representations and warranties of the Borrower contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the Existing Maturity Datedate of such extension and after giving effect thereto, except (iA) to that the extent that such representations and warranties specifically refer in Sections 5.05(c) and 5.06 that are qualified by reference to an earlier date, in which case they “Public Filings” shall be true qualified by reference to the Borrower’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Qs and correct in all material respects as Current Reports on Form 8-K filed since the last day of such earlier datethe Borrower’s most recently completed fiscal year, (iiB) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 6.016.01 and (C) that the representation and warranty contained in subsection (c) of Section 5.05 shall refer to the last day of the Borrower’s most recently completed fiscal year rather than May 28, 2023; and (iii) receipt by the Administrative Agent of such certificates of resolutions or other action and incumbency certificates evidencing the identity and authority of each Responsible Officer thereof authorized to act as a Responsible Officer on behalf of the Borrower in connection with such extension, along with such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed and that the Borrower is validly existing, and (B) no Default or Event in good standing in its jurisdiction of Default exists. In additionorganization, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages including certified copies of the respective Lenders effective as Borrower’s Organization Documents and a certificate of such dategood standing from the Borrower’s jurisdiction of organization.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as extension of the Existing Maturity Termination Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party pursuant to this Section shall not be effective unless: (i) certifying and attaching no Default exists on the resolutions adopted by such Loan Party approving or consenting to date of the request, date of such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties of the Credit Parties contained in Article V this Credit Agreement and the other Loan Credit Documents are true and correct in all material respects on and as of the Existing Maturity Date, date of such extension of the Termination Date (except (i) to the extent that any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any such representation and warranty is qualified by materialitymateriality or reference to a Material Adverse Effect, they in which case such representation and warranty shall be true and correct in all respectsrespects as of such earlier date); provided, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections Subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; (iii) the Administrative Agent shall have received a Compliance Certificate signed by a Responsible Officer of the Borrower (which shall include, and without limitation, calculation of the financial covenants) certifying that the Credit Parties are in compliance on a Pro Forma Basis (Bas of the date of such extension of the Termination Date) no Default or Event with each financial covenant contained in Section 6.12; (iv) the Administrative Agent shall have received, for the benefit of Default exists. In addition, the Extending Lenders (to be allocated on a pro rata basis after giving effect to the Maturity Date Commitments of each Non-such Extending Lender, Lender after giving effect to such extension) from the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant Borrower an extension fee in aggregate amount equal to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages 0.20% of the respective Lenders effective as of Aggregate Commitments immediately after giving effect to such dateextension.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (unless such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects after giving effect to such qualification) on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless such representation or warranty is already qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all material respects after giving effect to such qualification) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, 7.01 and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party Borrower dated as of the Existing Revolving Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Revolving Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (aSection 5.01(m) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Revolving Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages of the respective Revolving Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Applicable Anniversary Date, except (i) in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clause (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Existing Maturity Date of each Non-Extending applicable to any Non‑Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date effective date for such extension (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties already qualified by materiality, in all respects) on and as of the Existing Maturity Datedate of such extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (or, in the case of representations and warranties already qualified by materiality, in all respects) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.19, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists or Event of Default existswould result therefrom. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Company shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) Notice Date, signed by a Responsible Officer of such Loan Party the Borrower, (i) certifying and attaching the resolutions adopted by such Loan Party Crosstex GP on behalf of the Borrower approving or consenting to such extension Maturity Date Extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects) on and as of the Existing Maturity Notice Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.14, 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 or Event of Default exists. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date3.05).

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Existing Maturity DateDate and after giving effect to any such extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as extension of the Existing Maturity Termination Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party pursuant to this Section shall not be effective unless: (i) certifying and attaching no Default exists on the resolutions adopted by such Loan Party approving or consenting to date of the request, date of such extension and (ii) in the case of the Lead Borrower, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties of the Credit Parties contained in Article V this Credit Agreement and the other Loan Credit Documents are true and correct in all material respects on and as of the Existing Maturity Date, date of such extension of the Termination Date (except (i) to the extent that any such representation and warranty is qualified by materiality or reference to a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), other than those representations and warranties which specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, date (ii) in except to the case of extent that any such representation and warranty is qualified by materialitymateriality or reference to a Material Adverse Effect, they in which case such representation and warranty shall be true and correct in all respectsrespects as of such earlier date); provided, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections Subsections (a) and (b) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01; (iii) the Administrative Agent shall have received a Compliance Certificate signed by a Responsible Officer of the Borrower (which shall include, and without limitation, calculation of the financial covenants) certifying that the Credit Parties are in compliance on a Pro Forma Basis (Bas of the date of such extension of the Termination Date) no Default or Event with each financial covenant contained in Section 6.12; (iv) the Administrative Agent shall have received, for the benefit of Default exists. In addition, the Extending Lenders (to be allocated on a pro rata basis after giving effect to the Maturity Date Commitments of each Non-such Extending Lender, Lender after giving effect to such extension) from the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant Borrower an extension fee in aggregate amount equal to Section 3.07) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages 0.20% of the respective Lenders effective as of such dateAggregate Commitments immediately after giving effect to each extension.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Lead Borrower Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Existing Maturity applicable Extension Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Lead BorrowerCompany, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except where such representation or warranty is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Existing Maturity applicable Extension Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.073.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.