Common use of Conditions to Effectiveness of Extensions Clause in Contracts

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyLead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDefault exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower both Borrowers dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such each Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.075% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V this Agreement that are qualified by materiality shall be true and correct on and as of the other Loan Documents date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateand, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, ); and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Relevant Anniversary Date of each Non-Extending LenderLender that has not been replaced as provided in Section 2.12(d), each of the Borrower and the Designated Borrowers shall prepay any Revolving Credit Committed Loans outstanding to it on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep such outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Revolving Maturity Date, Existing Term A Maturity Date, Existing Term B-1 Maturity Date or Existing Term B-2 Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender, Extending Term A Lender, Extending Term B-1 Lender or Extending Term B-2 Lender, as applicable, and each Additional Revolving Commitment Lender, Additional Term A Lender, Additional Term B-1 Lender or Additional Term B-2 Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Revolving Maturity Date, Existing Term A Maturity Date, Existing Term B-1 Maturity Date or Existing Term B-2 Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective DateDefault shall exist, the Company shall have provided to or would result from such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyproposed extension. In addition, on the Revolving Maturity Date, the Term A Maturity Date, the Term B-1 Maturity Date of or the Term B-2 Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans, Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans, Term A Loans, Term B-1 Loans or Term B-2 Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders, Term A Lenders, Term B-1 Lenders or Term B-2 Lenders, as applicable, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective relevant Anniversary Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, provided that such materiality qualifier representations qualified by “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the Effective relevant Anniversary Date, except to the extent that such representations and warranties that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, provided that such materiality qualifier representations qualified by “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Revolving Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Commitments.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower the Borrowers dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such each Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation or and warranty that already is qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.14(b) and 5.16(a) and any representation or and warranty that already is qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to be shared among the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, Revolving Lenders based upon their Applicable Percentages of the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior Aggregate Revolving Commitments) equal to the Effective Date and product of (x) 0.0625% multiplied by (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each then Aggregate Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyCommitments. In addition, on if requested by the Maturity Date of each Non-Extending LenderAdministrative Agent, the Borrowers and the other Credit Parties shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) have delivered to the extent necessary Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to keep outstanding Revolving Credit Loans ratable the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any revised Applicable Percentages of the respective Lenders effective as of such dateObligations.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyLead Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyDefault exists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount) equal to the product of such date(x) 0.15% multiplied by (y) the then Outstanding Amount.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, on or prior to the Company Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, (i) the Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each the Parent Borrower dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Sectionthe representations and warranties in Sections 5.16 and 5.22 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to ifin the case of the representations and warranties in Sections 5.16 and 5.22 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to keep outstanding be shared among the Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Existing Term A-4 Maturity Date (in sufficient copies for each Incremental Term A-4 Lender that has agreed to extend their Incremental Term A-4 Maturity Date (each, an “Extending Term A-4 Lender”) signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 5 of the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Term A-4 Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.191(d), the representations and warranties contained in subsections (a) and (b) subsection 5.1 of Section 5.05 the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (asubsection 7.1(a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyor would result therefrom. In addition, on the Incremental Term A-4 Maturity Date of each Non-Extending Term A-4 Lender, the Borrowers Borrower shall prepay any Revolving Credit Incremental Term A-4 Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date4.10).

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionthe effectiveness of any extension of the Maturity Date pursuant to this Section, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date effective date of such extension (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the effective date of such extension, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date), and except that for purposes of this Section 2.192.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to shall, after the most recent first delivery of financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, be deemed to refer to the most recent financial statements so delivered, and (B) no Event of Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such dateexists.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Date Notice Date, signed by a Responsible Officer of such Borrower Loan Party, (xi) certifying and attaching the resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving or consenting to such extension Maturity Date Extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) on and as of the Effective Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to or would result from such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Maturity Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyExtension immediately after giving effect thereto. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Revolving Credit Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date).

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such 73 materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate no Event of each Borrower dated as of Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto; (Aii) the representations and warranties contained in Article V this Agreement that are qualified by materiality shall be true and correct on and as of the other Loan Documents date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateand, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.17, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to subsections (a) Section 6.01(a)); and (b), respectively, of Section 6.01, and (Biii) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Relevant Anniversary Date of each Non-Extending LenderLender that has not been replaced as provided in Section 2.17(d), each of the Borrower and the Designated Borrowers shall prepay any Revolving Credit Committed Loans outstanding to it on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep such outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) the Borrower shall deliver a certificate written notice substantially in the form of each Borrower dated as of the Effective Date Exhibit F in accordance with Section 2.18(a), and signed by a Responsible Officer of such the Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension extension, and certifying as to each of clauses (ii)(A), (B) and (yC) below, (ii) in the case of the Company, certifying thatBorrower, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V VI and the each other Loan Documents Document are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Datesuch date, except (1) to the extent that such representations and warranties are qualified by materiality, they shall be true and correct on and as of such date, and (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier datedate except to the extent qualified by materiality, then they shall be true and correct as of such earlier date and except that for purposes of this Section 2.192.18, the representations and warranties contained in subsections (aSection 6.22(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.017.01, and (B) no Default exists immediately prior to and after giving effect to any such extension, and (ii)(xC) each of the other conditions precedent to the making of any Loan in Section 4.02 shall be satisfied as of the effective date of any extension, (iii) the Borrower shall have paid to the Administrative Agent, for the benefit of the each Extending Lender, the Extension Fee (which shall be pro-rated if such extension is for less than 364 days) and (iv) (A) upon the reasonable request of any Revolving Credit Lender made at least 3 days five (5) Business Days prior to the Effective Datedate of such extension, the Company Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least 2 two (2) days prior to the Effective Date date of such extension and (yB) at least 2 days two (2) Business Days prior to the Effective Datedate of such extension, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, it shall have delivered, to each Revolving Credit Lender Additional Commitment Lender, as applicable, that so requestsrequests at least five (5) Business Days prior to the date of such extension, a Beneficial Ownership Certification in relation to the Borrower at least ten (10) Business Days prior to the date of such Loan Partyextension. In addition, on the Maturity Date of each Non-Extending LenderLender that has not been replaced prior to such Maturity Date, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date Notice Date, signed by a Responsible Officer of such Borrower the Borrower, (xi) certifying and attaching the resolutions adopted by such Loan Party Crosstex GP on behalf of the Borrower approving or consenting to such extension Maturity Date Extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) on and as of the Effective Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Revolving Credit Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date).

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists or would result from such extension, and (ii)(xC) there has not occurred a material adverse change since the date of the most recently delivered financial statements and (ii)(A) upon the reasonable request of any Revolving Credit Lender made at least 3 ten days prior to the Effective Datedate of such extension, the Company Borrower shall have provided to such Lender, and such Revolving Credit Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the Act, in each case at least 2 five days prior to the Increase Effective Date and (yB) at least 2 five days prior to the Effective Datedate of such extension, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered, to each Revolving Credit Lender that so requests, deliver a Beneficial Ownership Certification in relation to such Loan PartyCertification. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Revolving Credit Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensionNotwithstanding the foregoing, the Company extension of the Maturity Date pursuant to this Section 2.12 shall deliver not be effective with respect to the Administrative Agent any Lender unless: (i) a certificate of each Borrower dated as of no Default shall have occurred and be continuing on the Effective Date signed by a Responsible Officer date of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, thereto and (Aii) the representations and warranties contained in Article V this Agreement that are qualified by materiality shall be true and correct on and as of the other Loan Documents date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (providedor, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateand, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent financial statements furnished delivered pursuant to subsections clauses (a) and (b), ) respectively, of Section 6.01). Notwithstanding any provision of this Agreement to the contrary, and (B) no Default exists and (ii)(x) upon such extension shall be conditioned on Lenders and/or Additional Commitment Lenders representing more than 50% of the reasonable request aggregate amount of any Revolving Credit Lender made at least 3 days the Commitments in effect immediately prior to the Effective Date, the Company shall have provided Relevant Anniversary Date having agreed to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on extend the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such datetheir Commitments.

Conditions to Effectiveness of Extensions. As a condition conditions precedent to such extension, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date effective date of such extension signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Dateeffective date of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.5, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (ac) and (b), respectively, of Section 6.016.1, and (B) no Default exists and (ii)(x2) upon with respect to each Mortgaged Property, the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall deliver to the Effective Date, Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company shall have provided to such LenderBorrower and each Loan Party relating thereto), and if a Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), evidence of flood insurance confirming that such Lender shall be reasonably satisfied withinsurance has been obtained with a financially sound and reputable insurer, the documentation in an amount and other information so requested in connection otherwise sufficient to comply with all applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior regulations promulgated pursuant to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyFlood Insurance Laws. In addition, on the Term Loan Maturity Date of each Non-Extending Term Lender, the Borrowers Borrower shall prepay repay any Revolving Credit non-extended Term Loans of such Non-Extending Term Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.”

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Maturity Date, the Company (i) Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective Initial Maturity Date or the First Extended Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.13, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Lenders on the Initial Maturity Date or the First Extended Maturity Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requestsapplicable, a Beneficial Ownership Certification in relation fee (to such Loan Party. In addition, on be shared among the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Outstanding Amount) equal to the product of such date(x) 0.0625% multiplied by (y) the then Outstanding Amount.

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to any such extension, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective applicable Extension Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the Companyeach 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 respects (or true and correct in all material respects (provided, that if such materiality qualifier shall not be applicable to any representation or warranty that already is not qualified or modified by materiality in the text thereofor Material Adverse Effect) on and as of the Effective applicable Extension Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects (or true and correct in all material respects (provided, that if such materiality qualifier shall not be applicable to any representation or warranty that already is not qualified or modified by materiality in the text thereofor Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.192.12, the representations and warranties contained in subsections (a), (b), (c) and (bd) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a), (b), (c) and (bd), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Commitment Termination Date of each Non-Extending LenderLender (but subject to Section 2.05), the Borrowers each Borrower shall prepay any Revolving Credit Loans borrowed by it from each Non-Extending Lender and outstanding on such date (and pay all accrued interest and fees owing to each Non-Extending Lender and any additional amounts required pursuant to Section 3.05) and shall otherwise prepay Loans to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective then Existing Revolving Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (provided, except to the extent that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality shall be true and correct in the text thereofall respects) on and as of the Effective then Existing Revolving Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the then Existing Revolving Maturity Date, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall pay to the Effective Date, the Company shall have provided to Revolving Lenders on such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Existing Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, a fee (to be shared among the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.075% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach Maturity Date Extension, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Date Notice Date, signed by a Responsible Officer of such Borrower Loan Party, (xi) certifying and attaching the resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving or consenting to such extension Maturity Date Extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extensionMaturity Date Extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) on and as of the Effective Notice Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (providedexcept to the extent such representations and warranties are already qualified as to materiality, that in which case such materiality qualifier representations and warranties shall not be applicable to any representation or warranty that already is qualified or modified by materiality accurate and complete in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result from such Maturity Date Extension immediately after giving effect thereto and (ii)(x2) upon the reasonable request of Borrower shall have paid any Revolving Credit Lender made at least 3 days prior fees agreed to between the Effective DateBorrower, the Company shall have provided Administrative Agent and the Extending Lenders with respect to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Maturity Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyExtension. In addition, on the Maturity Date of the Commitment of each Non-Extending Lender, the Borrowers Borrower shall prepay repay any Revolving Credit Committed Loans of any Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date).

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

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, on or prior to the Company Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, (i) the Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each the Parent Borrower dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of the representations and warranties in Sections 5.16 and 5.22 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to keep outstanding be shared among the Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Applicable Anniversary Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by of such Loan Party approving or consenting to authorizing such extension and (yii) in the case of the CompanyBorrower, 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 (provided, that or true and correct in all respects if such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Dateor Material Adverse Effect), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were and are true and correct in all material respects (provided, that or true and correct in all respects if such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereofor Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (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 exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending LenderApplicable Anniversary Date, the Borrowers Borrower shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, 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 Company Borrower shall deliver to the Administrative Agent (i) and the Technical Agent, as applicable, a certificate of each Borrower Loan Party dated as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable (in sufficient copies for each Extending Revolving Lender or Extending Term Lender, as applicable, and each Additional Revolving Commitment Lender or Additional Term Lender, as applicable) signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Revolving Maturity Date or Existing Term Maturity Date, as applicable, except (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects, and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request or Event of any Revolving Credit Lender made at least 3 days prior to the Effective DateDefault shall exist, the Company shall have provided to or would result from such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyproposed extension. In addition, on the Revolving Maturity Date of or the Term Maturity Date, as applicable, then in effect for each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Loans or Term Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans or Term Loans, as applicable, ratable with any revised Applicable Percentages of the respective Revolving Lenders or Term Lenders, as applicable, effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Existing Maturity Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(xii) (x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective DateLender, the Company Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 2 seven days prior to the Effective effectiveness of the applicable Extended Maturity Date and (y) at least 2 three days prior to the Effective effectiveness of the applicable Extended Maturity Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyParty . In addition, on or before the Existing Maturity Date Date, Borrower shall pay to Administrative Agent, for the pro rata account of each Non-Extending LenderLender in accordance with their respective Applicable Percentages, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant an extension fee equal to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages 0.25% of the respective Lenders effective Aggregate Commitments as of such date, which fee shall, when paid, be fully earned and non-refundable under any circumstances.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except 118711003_9 to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Date effective date of such extension signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) on and as of the Effective Dateeffective date of such extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable with respect to any representation or warranty that already is representations and warranties qualified or modified by materiality or Material Adverse Effect, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.193.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.1 shall be deemed to refer to the most recent statements furnished pursuant to subsections subsection (a) and (bc), respectively, of Section 6.016.1, and (B) no Default exists and (ii)(x2) upon with respect to each Mortgaged Property, the reasonable request of any Revolving Credit Lender made at least 3 days prior Borrower shall deliver to the Effective Date, Administrative Agent a “Life-of-Loan” Federal Emergency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company shall have provided to such LenderBorrower and each Loan Party relating thereto), and if a Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), evidence of flood insurance confirming that such Lender shall be reasonably satisfied withinsurance has been obtained with a financially sound and reputable insurer, the documentation in an amount and other information so requested in connection otherwise sufficient to comply with all applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior regulations promulgated pursuant to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan PartyFlood Insurance Laws. In addition, on the Maturity Revolving Termination Date of each Non-Extending Revolving Lender, the Borrowers Borrower shall prepay repay any non-extended Revolving Credit Loans of such Non-Extending Revolving Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.”

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (i) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Borrower Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Existing Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 6.01, and (B) no Default exists or would result from such extension, and (ii)(xC) there has not occurred a material adverse change since the date of the most recently delivered financial statements and (ii)(A) upon the reasonable request of any Revolving Credit Lender made at least 3 ten days prior to the Effective Datedate of such extension, the Company Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, including the Act, in each case at least 2 five days prior to the Increase Effective Date and (yB) at least 2 five days prior to the Effective Datedate of such extension, any Loan Party that if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Regulation, the Borrower shall have delivered, to each Revolving Credit Lender that so requests, deliver a Beneficial Ownership Certification in relation to such Loan PartyCertification. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers Borrower shall prepay any Revolving Credit Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Committed Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each the Borrower dated as of the Effective Extension Effectiveness Date signed by a Responsible Officer of such the Borrower (xi) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such extension extension, and (yii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Extension Effectiveness Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19§2.13, the representations and warranties contained in subsections (a) §§ 5.5 and (b) of Section 5.05 5.7 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01§6.4, and (B) no Default exists or Event of Default has occurred and (ii)(xis continuing. With respect to any Declining Lender who shall not have transferred its Commitment pursuant to an Assignment and Assumption in accordance with §§2.13(d) upon and 4.12, at the reasonable request election of any Revolving Credit the Borrower, the Commitment of each Declining Lender made at least 3 days prior shall automatically terminate on the Extension Effectiveness Date and the Borrower shall pay to the Effective DateAdministrative Agent for the account of each Declining Lender all principal, the Company shall have provided interest, fees and other sums owing to such LenderDeclining Lender under the Loan Documents, and whether or not then otherwise due and, upon receipt by such Lender of such amount paid, such Lender shall cease to be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customerLender” under hereunder. Schedule 1 shall be updated to reflect the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extensioneach extension of the Revolving Maturity Date, on or prior to the Company Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, (i) the Parent Borrower shall deliver to the Administrative Agent (i) a certificate of each the Parent Borrower dated as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party each of the Credit Parties approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, that (A1) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to in the case of Section 5.22 or any representation or and warranty that already is qualified or modified by materiality materiality, in the text thereofall respects) on and as of the Effective Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable (other than the representations in Section 5.05(c) and Section 5.18, which shall be made only as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects (providedor, that such materiality qualifier shall not be applicable to any representation or warranty that already is if qualified or modified by materiality materiality, in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.016.01 and (2) as of the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, and (B) immediately after giving effect to such extension, no Default exists and (ii)(xii) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary Revolving Lenders on the Initial Revolving Maturity Date or the First Extended Maturity Date, as applicable, a fee (to keep outstanding be shared among the Revolving Credit Loans ratable with any revised Lenders based upon their Applicable Percentages of the respective Lenders effective as Aggregate Revolving Commitments) equal to the product of such date(x) 0.0625% multiplied by (y) the then Aggregate Revolving Commitments.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower Loan Party dated as of the Effective relevant Anniversary Date signed by a Responsible Officer of such Borrower Loan Party (xi) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (yii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, provided that such materiality qualifier representations qualified by 58 “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) on and as of the Effective relevant Anniversary Date, except to the extent that such representations and warranties that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, provided that such materiality qualifier representations qualified by “materiality” or “Material Adverse Effect” shall not be applicable to any representation or warranty that already is qualified or modified by materiality true and correct in the text thereofall respects) as of such earlier date, and except that for purposes of this Section 2.192.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Partyexists. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Revolving Lenders effective as of such date.

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

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