Common use of Conditions to Effectiveness of Extensions Clause in Contracts

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Notice Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateNotice Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. Furthermore, since the date of the most recent statements furnished pursuant to Section 6.01(a), there shall have been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Company shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make provide Cash Collateral for such other prepayments Non-Extending Lender’s portion of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters Multi-Issuer Letter of Credit in accordance with, and to that remains outstanding past the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on Maturity Date of each such Maturity DateNon-Extending Lender.

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor Loan Party dated as of the Requested Extension Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person Loan Party (i) certifying and attaching the resolutions adopted by such Person Loan Party approving or consenting to such extension and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall repay such Non-Extending Lender’s Revolving Loans (xexcept to the extent assigned to an Extending Lender or Additional Commitment Lender) and shall prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, of the Extending Lenders and Additional Commitment Lenders outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Pro Rata Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Extending Lenders and Additional Commitment Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, (a) the Company Borrower shall deliver to the Administrative Agent a certificate of each the Borrower and Guarantor dated as of the Requested Extension Initial Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Lender) signed by a Responsible Officer of such Person (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateInitial Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (B) no Default existsexists and (b) the Borrower shall pay to the Extending Lenders and the Additional Commitment Lenders on the Initial Maturity Date a fee (to be shared among the Extending Lenders and the Additional Commitment Lenders based upon their pro rata share of the Aggregate Revolving Commitments) equal to the product of (i) 0.15% multiplied by (ii) the then Aggregate Revolving Commitments. In addition, on the Revolving Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit repay the Loans or USD Revolving Credit Loans, as applicable, of such Non-Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) and (y) prepay any Committed Revolving Loans of each Extending Lender outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) and/or borrow from each Additional Commitment Lender, on a non-pro rata basis with the Extending Lenders, to the extent necessary to keep outstanding Committed Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

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

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

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

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

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to each such extension, the Company L/C Issuer and the Swing Line Lender shall have consented to such extension of the Revolving Credit Commitments, to the extent that such extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period, and the Borrower Agent shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Existing Maturity Date (in sufficient copies for each Extending Lender and each Additional Commitment Extension Date Lender) signed by a Responsible Officer of such Person Borrower approving or consenting to such extension and (i) certifying and attaching the resolutions adopted by such Person Borrower approving or consenting to such extension extension, and (ii) in the case of the CompanyBorrower Agent, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI and the other Loan Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the Requested Extension Date with the same effect as if made on and as of such dateExisting Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (B) no Default exists. In addition, on the Revolving Credit Maturity Date of each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, of such Non-Extending Lender outstanding on such date (together with all accrued and pay unpaid interest and fees with respect thereto and any additional amounts required pursuant to Section 4.114.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date date. In addition to and (y) make such other prepayments not in limitation of Revolving Loans or USD Revolving Loans (including the foregoing, as a condition precedent to any additional amounts required increase pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with2.19(a), and the Borrower Agent shall pay to the extent necessary to comply withAdministrative Agent, Section 2.5(bfor the account of the Administrative Agent and/or the remaining Lenders (and Additional Commitment Extension Lenders) after giving effect to the reduction in the Commitments to providing the applicable Credit Facilities occurring on increase, such Maturity Dateclosing fees as shall be mutually determined by the Administrative Agent and the Borrower Agent.

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on (except to the extent that any representation and as of the Requested Extension Date with the same effect as if made warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of such dateapplicable Extension Effective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.date. ”

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company extension of the Maturity Date pursuant to this Section: (i) the Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension Date signed by a Responsible Officer of the Borrower certifying that (A) no Default exists on the date of such Person (i) certifying and attaching the resolutions adopted by such Person approving certificate, either before or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, ; (AB) the representations and warranties of the Loan Parties contained in Article VI this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Requested Extension Date with the same date of such extension and after giving effect thereto (or, if any such representation or warranty is expressly stated to have been made as if made on and of a specific date, as of such date, specific date and except for that such materiality qualifier shall not apply to the extent that any such representation and or warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, is qualified by materiality); and (BC) there has been no Default exists. In additionevent or circumstance since the Execution Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ii) on the Maturity Date of applicable to each Non-Consenting Extending Lender, the Borrowers Borrower shall (x) prepay prepay, on a non pro rata basis with respect to Extending Lenders, any Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of satisfy in full the respective Lenders effective Obligations due to such Non-Extending Lender under the Loan Documents as of such date date; (iii) on the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit the Additional Commitment Lenders in accordance with, and with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent necessary that such reallocation does not cause, with respect to comply withany Extending Lender or Additional Commitment Lender, Section 2.5(b) after giving the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Commitments as in effect to the reduction in the Commitments to the applicable Credit Facilities occurring on at such Maturity Date.time; and 16208864_8 50

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

Conditions to Effectiveness of Extensions. As a condition conditions precedent to the effectiveness of each such extensionextension of the Maturity Date, each of the following requirements shall be satisfied or waived on or prior to the Initial Maturity Date or the Extended Maturity Date, as applicable, as determined in good faith by the Administrative Agent (in each case, the Company first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): (i) The Administrative Agent shall deliver have received an Extension Notice within the period required under Section 2.14(a) above; (ii) On the date of such Extension Notice and both immediately before and immediately after giving effect to such extension of the Maturity Date, no Default shall have occurred and be continuing; (iii) The Borrower shall have paid to the Administrative Agent, for the pro rata benefit of the Lenders based on their respective Applicable Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the Aggregate Commitments as in effect on the date the proposed extension is to become effective (it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason); (iv) The Administrative Agent shall have received a certificate of each the Borrower and Guarantor dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person each Loan Party approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Requested Extension Date with date the same effect as if made on and as of such dateproposed extension is to become effective, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Lender, the Borrowers shall (x) prepay any Revolving Credit Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.11) to the extent necessary to keep outstanding Revolving Credit Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date ; and (yv) make such other prepayments upon the reasonable request of Revolving Loans or USD Revolving Loans any Lender made at least ten (including any additional amounts required pursuant to Section 4.1110) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments days prior to the applicable Credit Facilities occurring on Extension Effective Date, the Borrower shall have provided to such Maturity Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation, in each case at least five (5) days prior to the applicable Extension Effective Date.. (c)

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension then current Maturity Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such datethen current Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of date. Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Date.Agreement

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested Extension then current Maturity Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects (except to the extent that any representation and warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the Requested Extension Date with the same effect as if made on and as of such datethen current Maturity Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), Credit Agreement respectively, of Section 6.01, and (B) no Default exists. In addition, on the Maturity Date of each Non-Consenting Extending Lender, the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (y) make such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.

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

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

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

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

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

Conditions to Effectiveness of Extensions. As a condition precedent to such extension, the Company Borrower shall deliver to the Lead Administrative Agent a certificate of each Borrower and Guarantor dated as of the Requested applicable Extension Effective Date signed by a Responsible Officer of such Person the Borrower (i) certifying and attaching the resolutions adopted by such Person the Borrower approving or consenting to such extension and (ii) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article VI V and the other Loan Documents are true and correct in all material respects on (except to the extent that any representation and as of the Requested Extension Date with the same effect as if made warranty is otherwise qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of such dateapplicable Extension Effective Date, except for any representation to the extent that such representations and warranty made as of warranties specifically refer to an earlier date, in which representation and warranty shall remain case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (B) no Default existsexists and (C) since the date of the most recent audited financial statements furnished pursuant to subsection (a) of Section 6.01, there shall have been no event or circumstance that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. In addition, on the Maturity Date of each Non-Consenting Extending Lender, (i) the Borrowers shall repay in full all Obligations (x) prepay other than contingent indemnification obligations and Letters of Credit issued by any Revolving Credit Non-Extending Lender that constitutes an L/C Issuer that have been Cash Collateralized or as to which other arrangements satisfactory to such Non-Extending Lender have been made), including any Committed Loans or USD Revolving Credit Loans, as applicable, outstanding on such date (and pay any additional amounts required pursuant to Section 4.113.05) (which prepayment may, notwithstanding any pro rata borrowing requirements set forth in this Agreement, be effected through a Committed Borrowing funded by the Lenders other than the Non-Extending Lenders) to the extent necessary to keep outstanding Revolving Credit Committed Loans or USD Revolving Credit Loans, as applicable, ratable with any revised Revolving Commitment Applicable Percentages or USD Revolving Commitment Percentage, as applicable, of the respective Lenders effective as of such date and (yii) make the Lead Administrative Agent will notify the remaining Lenders of any revisions to their Applicable Percentages effective as of such other prepayments of Revolving Loans or USD Revolving Loans (including any additional amounts required pursuant to Section 4.11) and/or Swingline Loans outstanding on such date and/or cash collateralize Letters of Credit in accordance with, and to the extent necessary to comply with, Section 2.5(b) after giving effect to the reduction in the Commitments to the applicable Credit Facilities occurring on such Maturity Datedate.